Which contract terms will a Thai court reduce or refuse to enforce, even after signing?

Diving and Adventure Activity Agreement

• Forms that ask participants to give up all claims, including for injury caused by the operator's negligence, are common abroad but have no effect in Thailand. The Unfair Contract Terms Act B.E. 2540 (1997), section 8, and the Civil and Commercial Code, section 373, prevent a business from excluding in advance liability for death or injury caused by its negligence. This Agreement records that Participants accept the remaining inherent risks (Clause 8.1), while the Operator keeps its duty of professional care (Clause 8.2).
• A Participant whose own fault contributed to an accident may receive reduced compensation (Clause 10.2).

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Distributorship Agreement

• Thai competition law prohibits unfair trade practices that restrict others' business without good reason (Trade Competition Act B.E. 2560 (2017) section 57), with administrative fines of up to 10% of the turnover of the year of the offence (section 82).
• This form keeps restrictions narrow: the Distributor may accept unsolicited orders and sell online to customers in the Territory (Clause 9.2), sets its own resale prices (Clause 4.3), and any non-compete ends with the Agreement (Clause 9.6). Adding a fixed resale price, a ban on all online sales, or a non-compete after the Agreement ends increases the risk.
• Clause 22 lets the Distributor sell off its stock and then ask the Supplier to buy back what remains, so the Distributor is not left with stock it cannot lawfully sell.

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Employee Confidentiality and Inventions Agreement

• A Thai court enforces a post-employment non-compete only to the extent that it is fair and reasonable (Unfair Contract Terms Act section 5), looking at the field, the area, the length of time and whether the Employee can still earn a living. This form keeps it to … months, to direct competitors in the field and area you entered, and to roles where trade secrets are at risk (Clause 9.3).
• Paying compensation of …% of the last monthly salary during the Restricted Period (Clause 9.4) makes the restriction far more likely to be enforced. If you no longer need the restriction, release the Employee in writing on or before the last day (Clause 9.5) and nothing is payable.

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Employment Agreement

• This is an employment contract under section 575 of the Civil and Commercial Code, so the Labour Protection Act B.E. 2541 (1998) applies in full. A term that gives the Employee less than that Act is replaced by the statutory standard (Clause 16.1), and a court may limit any term or work rule that gives the Employer an unfair advantage to what is fair (Labour Protection Act, section 14/1).

• The detailed rules on maximum working hours, overtime rates, holidays, leave and the minimum wage are in the Labour Protection Act and in notifications that change from time to time. That is why the Agreement refers to "not less than the Act requires" instead of fixing numbers that may go out of date.

• An employer with 10 or more employees must have work rules in Thai and make them available to staff. Keep them consistent with this Agreement.

• A restriction on working for a competitor is not void, but a Thai court enforces it only as far as it is fair and reasonable (Unfair Contract Terms Act, section 5; Labour Protection Act, section 14/1). The court looks at the area, the length of time and whether the Employee can still earn a living. Keep the field and area in Clause 12.1 as narrow as your real business need.

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Event Ticketing Services Agreement

• Instruct the Ticketing Company in writing within 2 Business Days (Clause 7.1). Buyers must be told within 3 Business Days and refunded within … days.
• If the Ticketing Company has already paid you the Ticket Revenue, you must fund the refunds within 5 Business Days after its request (Clause 7.2). Keep enough cash aside until the Event has taken place.
• You chose not to refund the Booking Fee. Buyers are consumers, and a complaint or court may treat that as unfair when the Event is cancelled for reasons that are not their fault.

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Founders' Agreement

• Each founder should read the whole Agreement, especially Clauses 9 and 10 (vesting and leavers), and should have the chance to take independent legal advice. A founder who signs under pressure may later argue that the leaver terms are unfair.
• A founder who is still employed elsewhere should check the employment contract first. Some contracts give the employer work created outside office hours or restrict competing businesses (Clause 15.1(c)).
• Agree the Vesting Start Date honestly. It should be the date on which each founder really started working on the Business.

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Franchise Agreement

• The Thai Trade Competition Commission's guidelines on franchise businesses expect a franchisor to give the franchisee the key facts before the contract is signed and before any fee is paid: all fees, the estimated investment, the rights in the trademarks, existing outlets and expansion plans. Clause 3.1 and Schedule 3 record that this was done on ….
• Keep proof of delivery of the Disclosure Document (email with attachment, or a copy signed as received). Give the franchisee enough time to read it and take advice; at least 14 days is good practice.
• An unfair trade practice under the Trade Competition Act B.E. 2560 (2017) (section 57) can lead to an administrative fine of up to 10% of the turnover in the year of the offence (section 82). The clauses on fees (Clause 7.4), supplies (Clause 8), pricing (Clause 9.3), first offer of nearby outlets (Clause 2.3), non-competition (Clause 13) and stock buy-back (Clause 15.2) follow those guidelines. Making them stricter increases the risk.

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Marketplace Seller Agreement

• Suspend or remove only for the reasons in Clause 9.1, give the Seller the specific reason and evidence, and let a different person review any appeal within 10 Business Days (Clause 9.2 and Clause 9.3). Keep the file for each decision.
• Changes to the Fees or the Marketplace Policies need … days' notice, and a Seller that does not accept may leave without an exit fee (Clause 6.6 and Clause 11). A one-sided change without notice in a standard-form contract risks being unenforceable under the Unfair Contract Terms Act B.E. 2540 (1997), section 4.
• If the Operator also sells its own products on the Marketplace, keep the teams and data access separate in practice, because Clause 8.4 prohibits using sellers' non-public data to compete with them.

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Merchandising Licence Agreement

• Thai competition law prohibits unfair practices that harm other businesses (Trade Competition Act B.E. 2560 (2017) section 57), with fines of up to 10% of turnover (section 82). This form lets the Licensee set its own prices and sell online to customers in the Territory (Clause 2.3). Avoid adding fixed resale prices or bans on all online sales.

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Online Store Terms of Sale

• Selling to consumers at a distance is covered by consumer protection law in Thailand and in most destination countries. Thai law gives buyers from a direct marketing business a right to return goods within at least 7 days after receiving them. The European Union and the United Kingdom give 14 days and require specific information before the order. You set … days in Clause 8.1.
• Consumer law in the customer's country can apply even though these Terms choose Thai law, if you direct your store at customers in that country, for example by selling in their currency, shipping there or advertising there. Clause 12.3 and Clause 12.4 do not remove those rights, and a clause that tried to do so would not be enforced.
• Refund a consumer who cancels within 14 days after receiving the cancellation notice (Clause 8.4). Thai direct marketing rules count the refund period from the notice, not from the return of the goods, so do not wait for the parcel to come back before refunding.
• You offer a store warranty (Clause 9.6). Thai consumer law requires a warranty given to a consumer to be a written document signed by the business, delivered with the goods, and, if it is in a foreign language, accompanied by a Thai translation. Prepare a short warranty card in Thai and English and include it in parcels to Thai addresses.
• Do not add "no refunds", "no returns without an unboxing video" or "all sales final" to product pages. Such statements conflict with Clause 8 and Clause 9 and are likely to be unfair to consumers under the Unfair Contract Terms Act B.E. 2540 (1997).

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Parking Space Rental Agreement

• This Agreement rents parking space. The Owner does not take custody of the Vehicles or their keys (Clause 2.3). In Thai law, a person who takes custody of property for a fee must look after it with the care of a reasonable person in that business; that heavier duty does not apply here. If the Renter wants valet parking or key-holding, that is a different, custodial service with a different price and a different risk.
• The Owner is still liable for its own negligence and for dangerous defects in the Car Park (Clause 7.1). A term that excludes liability for negligence causing death or injury is void, and a clause that excludes all liability for damage to property may be cut down by a court if it is unfair.
• The Car Park is self-service. Check the Renter's car insurance for theft and damage while parked.- The Owner has promised the security service in Clause 6.2. If a Vehicle is damaged or stolen, report it before leaving the Car Park and ask at once for the recordings to be kept (Clause 7.3).

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Public Relations Services Agreement

• You are responsible for the facts and claims you approve, including comparisons with competitors (Clause 7.1). False or unfair statements about another business can lead to claims for defamation or damages.
• Get written consent before using photographs, names or quotations of customers or employees in press materials (Clause 7.3).
• Coverage belongs to the media that published it. Use monitoring reports internally, and ask the publisher before reproducing an article on your website or in advertising (Clause 13.2).

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SEO Services Agreement

• Rankings and AI citations cannot be guaranteed (Clause 5). Judge the Service Provider by the work listed in Schedule 1 and the monthly reports, and raise problems in writing within 30 days (Clause 16.2).
• Ask for the list of links and paid placements every month (Clause 4.3). Buying links or publishing undisclosed sponsored articles can breach search engine policies and advertising law. Paid placements need your prior written approval (Clause 6.4).
• Content on health, medicine, law or finance should be checked by a qualified person on your side before approval (Clause 8.2). Claims about your products in the content are your responsibility once approved.
• Statements about competitors can create liability for defamation or unfair advertising. Keep comparisons factual and supported by evidence.

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Employment Separation Agreement

• The Special Payment of … is extra to the statutory amounts (Clause 4.2) and is what the Employee receives for giving up other claims, such as a claim that the termination was unfair (Clause 7.1). A compromise must be evidenced in writing and signed by the party bound by it (Civil and Commercial Code section 851), and it ends the claims that the parties have given up (section 852).
• The release does not cover the statutory amounts, social security and provident fund benefits, unknown work injuries or any right that cannot be waived (Clause 7.2). Do not try to widen it.
• Pay the Special Payment in full and on time. The releases take effect only after payment (Clause 7.1).

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Subscription Box Agreement

• Publish these Terms on their own page and link to them at sign-up. Before the final button, show the Plan, the price per Billing Cycle, the delivery charge, the date of the next charge and a plain statement that the subscription renews automatically until cancelled (Clause 3.1 and Clause 5.2). Use an unticked box for acceptance of the Terms and recurring payments.

• Label the final button so that it is clear the customer is subscribing and agreeing to pay, for example "Subscribe and pay".

• Make cancelling as easy as subscribing: a cancel button in the account and cancellation by email (Clause 8.1). Hidden or difficult cancellation is the most common complaint against subscription businesses and is treated as unfair in many countries.

• Send a receipt for every charge with a cancellation link (Clause 5.3), and set an automatic reminder at least … days before a prepaid Plan renews (Clause 5.4).

• Keep the deadline for changes consistent: the Cut-off is … days before each Renewal Date (Clause 2.1). Show it in the account page.

• Consumers who buy online have a legal right to cancel: at least 7 days after receipt in Thailand, 14 days in the European Union and the United Kingdom. You set … days in Clause 9.1. Refund within 14 days after the cancellation notice reaches you (Clause 9.2); Thai direct marketing rules count the refund period from the notice, not from the return of the items.

• You chose a minimum commitment of … Boxes (Clause 8.3). A commitment that is long, that is not reflected in a lower price, or that is not shown clearly before sign-up may be unfair under the Unfair Contract Terms Act B.E. 2540 (1997) and under the consumer laws of other countries. Show it next to the price and keep it short.

• A price increase or a significant change to a Plan needs … days' notice and a free right to cancel (Clause 7). Do not raise prices silently.

• Do not require an unboxing video for claims about damaged or missing items (Clause 11.2).

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Technology and Know-How Transfer Agreement

• Thai competition law prohibits unfair trade practices (Trade Competition Act B.E. 2560 (2017) section 57). Guidance on licensing treats as risky: forcing a licensee to take unwanted technology or buy tied supplies, and stopping a licensee from developing its own technology. This form avoids them (Clause 9.1 and Clause 11.1) and keeps any grant-back non-exclusive, with the Transferee keeping ownership (Clause 9.3).

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Trade-In and Buyback Agreement

• Write the Grading Criteria in Schedule 2 clearly and apply them consistently. If the Final Offer is lower than the Quote, give the grade, the defects and photographs or test results (Clause 4.2).
• The Customer may reject a lower offer, and silence counts as rejection (Clause 4.3). Return rejected Items free of charge within 5 Business Days (Clause 4.4). A standard-form term that let the Dealer keep an Item at a price the Customer never accepted would risk being unfair under the Unfair Contract Terms Act B.E. 2540 (1997).
• Items that are not collected remain the Customer's property. Follow the notice steps in Clause 4.5 and keep copies of the notices before sending or recycling an uncollected Item.
• The trade-in credit is set against the New Product. If the New Product is cancelled or returned after the Dealer became owner of the traded-in Item, the Dealer must pay the Final Price in money (Clause 5.3).

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Trademark Licence Agreement

• Thai competition law prohibits unfair trade practices that harm other businesses (Trade Competition Act B.E. 2560 (2017) section 57), with administrative fines of up to 10% of turnover (section 82). This form avoids restrictions that go beyond protecting the brand: the Licensee sets its own prices, is not forced to buy from the Licensor (Clause 5.6), and the no-challenge undertaking ends with the Agreement (Clause 9.2).

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Training Cost Repayment Agreement

• Thai courts generally enforce training repayment agreements, but only to the extent that they are fair. The amount should be tied to real costs, and it should reduce for the time the Employee has already worked. This form does both: only costs with receipts count (Clause 3.3), and the amount falls month by month over the Retention Period (Clause 5.2).

• A term that restricts a person's freedom to work is enforceable only as far as it is fair and reasonable (Unfair Contract Terms Act section 5), and a court may limit an employment term that gives the Employer an excessive advantage (Labour Protection Act section 14/1). A Retention Period of … months should be in proportion to the length and cost of the Training. As a rough guide, many employers use a period of one to two times the length of the Training, and rarely more than three years.

• Do not charge for training that the Employee needs to do the current job to the standard expected on hiring, or for training that the law requires the Employer to provide (Clause 3.2).

• The extra agreed sum of …% (Clause 5.4) is a penalty under the Civil and Commercial Code. A court may reduce it if it is excessive (section 383). Many employers leave it out and rely on the repayment alone.

• If the Employer dismisses the Employee for any reason other than a ground for termination without severance, or makes the Employee redundant, nothing is repayable (Clause 6.1). Asking for repayment in those cases is likely to be treated as unfair.

• If the Employer does not use the Training within 60 days and the Employee has pointed this out in writing, nothing is repayable (Clause 6.2).

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Travel Agency Supplier Agreement

• 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.

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White-Label Services Agreement

• The Provider may not work directly for the Agency's End Clients for … months after the Agreement ends (Clause 11), and the Agency may not poach the Provider's staff. The restriction covers only End Clients served in the previous 12 months and leaves the Provider free to serve other agencies.
• Thai courts enforce restrictions of this kind only to the extent they are fair (Unfair Contract Terms Act section 5). A period of 6 to 12 months limited to known End Clients is far easier to defend than a general non-compete.

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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-2DF02B. If you reuse this content, please credit the author and link to the original.