What should a White-Label Services Agreement include under Thai law?

1. Definitions and Interpretation
2. Appointment and Structure
3. Orders
4. White-Label Delivery
5. End Client Requirements
6. Quality and Service Levels
7. Personnel and Independence
8. Fees and Payment
9. Taxes
10. Intellectual Property
11. Protection of the Client Relationship
12. Confidentiality
13. Personal Data and Security
14. Use of AI Tools
15. Warranties, Indemnities and Liability
16. Force Majeure
17. Term and Termination
18. Notices
19. Governing Law and Disputes
20. General

• The Agency sells to its clients in its own name and is fully responsible to them (Clause 2.2). The Provider has no contract with any End Client. If the Agency promises an End Client faster delivery or wider liability than this Agreement gives, the Agency carries that risk alone (Clause 2.3).
• Pass every End Client requirement — security rules, brand rules, industry rules — to the Provider in writing with the Order (Clause 5.1). The Provider is bound only by the requirements it accepted.
• The Agency pays the Provider whether or not the End Client pays the Agency (Clause 8.4). Price your resale terms with that in mind.

• Deliverables come without the Provider's name, credits or file metadata (Clause 4.1), and the Provider speaks to End Clients only when the Agency asks, under the Agency's name (Clause 4.2).
• White-labelling is lawful, but misleading an End Client about a material fact can create liability for misrepresentation and, in consumer-facing work, breach consumer protection rules. Clause 4.3 therefore never requires anyone to lie. If an End Client's contract prohibits subcontracting or requires disclosure of subcontractors or AI use, the Agency must obtain the End Client's consent first (Clause 5.3).

• 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.

• This Agreement is a hire of work (Instrument 4 of the Stamp Duty Schedule), and the Provider pays duty of 1 THB for every 1,000 THB or part of 1,000 THB of the fees (Clause 9.3). 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. If fees actually received exceed the estimate, for example after renewal, additional duty is due.
• Duty on an electronically signed agreement is paid through the Revenue Department's e-Stamp Duty system within 15 days after signing. An unstamped agreement cannot be used as evidence in a Thai civil court until the duty and a surcharge are paid.

• The Fees are taxable income of the Provider in Thailand. The Agency's country may require withholding, often reduced by a double tax treaty; ask for the certificate (Clause 9.2) — you ticked gross-up, so the Agency bears that tax on top of the Fees.
• A VAT-registered Provider whose services are performed in Thailand and used by an Agency abroad may be able to apply VAT at 0% if the Revenue Department's conditions and documents are met. Confirm with an accountant before issuing the first tax invoice.
• If the Agency is in Thailand, a Thai company normally withholds 3% from service fees.

• The Provider directs its own staff (Clause 7.1). If the Agency manages the Provider's people directly as if they were its own employees in its core business, Thai labour law may treat the Agency as their employer (Labour Protection Act section 11/1).
• Provider staff who are foreigners working in Thailand need work permits arranged by the Provider.

• The End Client is the data controller, the Agency its processor, and the Provider a sub-processor (Clause 13.2). Under the Personal Data Protection Act a processor may use another processor only as the controller allows (section 40), so the Agency must obtain the End Client's authorisation.
• The Provider reports breaches to the Agency within 24 hours, so that the End Client can notify the regulator within 72 hours where required (section 37).
• If the End Client or its customers are in the European Union or another country with its own data protection law, that law may also apply; the Agency should flow down the End Client's data terms with the Order.

• The Agency owns each paid Deliverable and can pass it to the End Client (Clause 10.1). A transfer of copyright must be in writing and signed by both Parties, so both must sign this Agreement.
• Check that stock images, fonts and plug-ins are licensed for the End Client's use, not only the Provider's (Clause 10.3).
• AI Tools may be used only as Clause 14 allows. Some End Clients prohibit AI-generated work or require disclosure; include that rule in the Order.

• Each Party signs through its authorised signatory. Clause 20.7 allows electronic signatures and signed PDF copies.
• Keep every Order, acceptance, delivery record, invoice and payment slip. Orders by reference number keep End Client names out of the Provider's invoices.
• A Thai court works in Thai, so a Party relying on this Agreement in court must file a certified Thai translation. Against an Agency abroad with no assets in Thailand, monthly invoicing and the right to stop accepting Orders (Clause 8.5) usually protect the Provider better than a lawsuit.

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-156DBB. If you reuse this content, please credit the author and link to the original.