Terms & Conditions

These Terms and Conditions (the "Terms and Conditions") form part of the Agreement between Phoenix Media Co., Ltd. (the "Company") and the Client to engage the Company's services for the Client's Campaign (the "Service").

1. Definitions and interpretation

1.1 In this Agreement, the following words and expressions have the meanings attributed to them:

• "Agreement" means the acceptance by the Client of the Sales Order presented by the Company, including the Appendices. A summary of the Service is set out in the Sales Order as Appendix 1.
• "Blog" means the services for the purpose of producing blog content to be posted on the Website or used for outreach activities.
• "Blogger / Content Outreach" means the service of providing Blog Placements on external websites. The Company has no control over website and blog owners removing links and content, or deleting, moving or changing their website, and these placements will not be refunded or replaced. The Company does not guarantee search engine positions for any particular keyword, phrase or search term, and does not guarantee any traffic increases. Domain Authority (DA) will fluctuate over time and the Company has no control over a placement site's increase or decrease in Domain Authority after the initial placement. All fees are non-refundable. The Company reserves the right not to disclose all link placements; however, a sample can be provided.
• "Campaign" means the entire marketing exercise as proposed by the Company and accepted by the Client via the Sales Order.
• "Campaign Start Date" means the official start date of the campaign and the start date for the invoicing or billing cycle.
• "Confidential Information" means all proprietary information, including trademarks and service marks, of the parties or their affiliates or parent company, including but not limited to: trade or business secrets such as customer and Company lists, business plans, pricing details, marketing and sales information, industry studies, contracts and licences, purchasing, accounting and business systems and computer software; processes, methods and means including all pre-production, production and post-production processes and any discovery, invention or new or improved process developed or any work capable of being copyrighted by the Client, its affiliates or parent company or any of their employees or subsidiaries; and information concerning the business or other policies of the Client or any affiliate.
• "Contract" means this Agreement between the Client and Company, including all stages from the commencement of the Campaign to the end date.
• "Credit Period" means the maximum duration the Client is granted to pay the Total Fees as stated in the invoicing.
• "Design and Development" means the services of designing or developing web-based content, which can include websites, applications, software and graphics-based work.
• "Development Time" means the time required by a member of the development team to complete the task.
• "Fee" means the fee payable by the Client to the Company during the Term of this Agreement. Separate payments are due for different phases during the course of the whole Campaign, as identified in Appendix 1.
• "Homepage Links" means the links placed on private networks on the 'Homepage'. The Company reserves the right not to disclose these placements in order to protect the network.
• "Key Phrases" means the mutually agreed target search phrases for which the Service applies, as detailed within the Campaign.
• "Key Performance Indicators" ("KPIs") means the mutually agreed goals set for the Services provided, as outlined in the Campaign.
• "Minimum Term" means the period specified in the Sales Order.
• "Outstanding Fee" means the Fee to be paid by the Client to the Company as a result of early termination during the Minimum Term.
• "Paid Media" means services for the purpose of delivering visitors to websites through advertising platforms including, but not limited to, Google Ads, Facebook or Private Networks.
• "Party" / "Parties" means a reference to the Company or the Client individually, or to the Company and the Client collectively.
• "Programme" means the timing and phasing of the Campaign; this may encompass more than one discipline, such as SEO or website design.
• "Revisions" (or design revisions) means the number of times a designer will update a design based on Client feedback; we include a maximum of two design revisions unless stated otherwise.
• "Sales Order" means the Sales Order form presented by the Company to the Client, referring to supporting documentation providing Client details and Campaign proposals as in Appendix 1.
• "Social Media" means the services of creating, scheduling, managing and posting content via social platforms including, but not limited to, Facebook, Instagram and YouTube.
• "Search Engines" means the Search Engines as detailed within the Sales Order.
• "Search Engine Optimisation" ("SEO") means the service of editing elements of the Website and references to the Website from other websites for the purpose of having the Website found and listed by Search Engines for the Key Phrases, and attempting to improve the ranking of the Website when the Key Phrases are searched.
• "Service" / "Services" means the provision of the service(s) stated within the Sales Order.
• "Service Operation" means the operational procedures performed and managed by the Company to maximise the Client's Campaign.
• "Support Ticket" means the ticket generated by the system from emails to support@phoenixmedia.co.th.
• "Term" means the time-frame of the Campaign from the Agreement Date outlined in the Sales Order, also referred to as the "Minimum Term".
• "THB" means Thai Baht.
• "Website" means the location defined by the unique resource locator ("URL") being targeted by the campaign, as detailed within the Sales Order.

All terms not otherwise defined herein have the same meanings as defined in the Agreement.

1.2 Unless a contrary intention appears, or the context otherwise requires:

• The Company, the Client and any Party are construed so as to include their successors in title, permitted assigns and transferees.
• This "Agreement" or any other document or instrument is a reference to it as amended, novated, supplemented, extended or restated from time to time.
• The Company shall provide the services set out in Appendix 1 in accordance with the Client's brief; the proposed services are deemed to satisfy the Client's brief by way of the authorised Sales Order.
• A "law" is a reference to Thai law as in force for the time being, including any amendments, extension, application or re-enactment, and any subordinate legislation made under it.
• A "person" includes any individual, company, corporation, firm, partnership, joint venture, association, organisation, trust, state or agency of a state (whether or not having separate legal personality).
• The singular includes the plural and vice versa, and words importing one gender include the other genders.
• Headings to clauses are for ease of reference only and do not affect the interpretation of this Agreement.
• A copyright notice shall be designated on any website developed, as appropriate.
• Any intellectual property developed over the course of the Campaign is deemed to belong to the Client. The use of any third-party intellectual property shall be with the permission of the IP owner.
• Any dispute resolution shall be governed under Thai civil law.
• This Agreement may be severed by mutual agreement between the Client and Company.
• Only communications through emails (...@phoenixmedia.co.th), telephone conversations and scheduled meetings are recognised as pertaining to this Agreement in the course of service delivery. Other forms of communication via social media and chat messengers, such as LINE, WhatsApp and Facebook, are not supported, or are recognised solely at the account manager's discretion.

2. Sales Order

The Company shall present the Sales Order to the Client via email. The Client acknowledges and accepts the Sales Order by signing it, thereby entering into this Agreement, and provides the Company with an electronic or hard copy, via email or e-sign software, prior to the commencement of the campaign. The Service outlined in the Sales Order commences on the Campaign Start Date.

• The Company presents a Sales Order to the Client outlining each service. The acceptance of the Sales Order constitutes Appendix 1 of the Agreement.
• The Client assumes sole responsibility for ensuring that the Service described in the Sales Order meets its requirements before signing.
• The Client returns the signed Sales Order by email or e-signature.
• By purchasing the Service(s), the Client acknowledges that they have read these Terms and Conditions, understand them, and agree to be bound by them.
• Some of the Terms and Conditions vary according to the Services specified in the Sales Order.
• Where certain terms or definitions conflict with general usage, the term or definition used in the specific clause prevails over the general description.
• If stated in the Sales Order, the services continue on an ongoing month-by-month agreement. The Client may terminate the agreement at any time provided that 14 days' written notice is served.

3. Client's acknowledgement

3.1 The Client acknowledges that the Fee is calculated on the basis of the Service being provided over the Minimum Term, and that a disproportionate amount of work is required by the Company in setting up the Service during the early part of the Minimum Term.

3.2 The Client acknowledges that the timing of the labour and assets deployed by the Company occurs in the best interests of the Service without direct correlation to the value accrued by the instalment payments of the Fee. Typically, more value is delivered in the early stages of the campaign than has been accrued, and the Company will incur substantial loss if the Client terminates the Agreement without reasonable cause during the Minimum Term. Such loss is quantified as the balance of the Outstanding Fee, which is at least equal to the fee for the remaining months of the Minimum Term.

3.3 The Client acknowledges that during the Term, the performance and success of its Service depends on the operators of Search Engines, who may at any time change their processes, procedures and software, which may consequently impact the results obtained by the Company.

3.4 The Client consents to and authorises the Company to include the Client's information in a database compiled by the Company for use in direct marketing. If the Client does not wish to receive marketing material, the Client shall contact the Company to opt out. All emails and newsletters from the Company allow the Client to opt out of further mailings.

3.5 The Client acknowledges and authorises the Company to use the Client's logo and the results from the services provided in the Company's marketing collateral for external use. The Client agrees that this usage is not considered a breach of confidentiality or non-disclosure, whether under an existing or future agreement.

3.6 The Client acknowledges the nominal time-frames indicated in the Design and Development process as a nominal expectation for each function under normal circumstances. As often as possible the Company will complete the work within the suggested time-frames. Other factors, such as the amount of content to be uploaded and the degree of customisation required for interactive features or eCommerce solutions, may vary this.

3.7 The Client acknowledges that no refund or compensation is payable by the Company if the services are delayed, except in the case of the Company's fault, or if the Client decides to terminate this Agreement because the Company is in breach.

3.8 The Client acknowledges that it assumes sole responsibility for ensuring that the development project's functionality meets its requirements before signing the Sales Order.

3.9 The Client acknowledges that, unless the Sales Order explicitly states otherwise, the Client bears all costs for modifications to the development project if the Client discovers, after signing, that the software functionality does not meet its requirements.

3.10 The Client acknowledges that no software or internet service can be guaranteed to be wholly reliable. The Company is not liable for any loss caused by the use of (or inability to use) the Service due to faults in the software or underlying software, hardware, networks or any other cause of failure.

3.11 The Client acknowledges that the Company acts solely as a managing agency and does not own or control any of the Client's social media accounts, including but not limited to Facebook, Instagram and TikTok. Accordingly, the Company is not responsible or liable for any actions taken by these platforms, including the removal, restriction or suspension of, or any other impact on, the Client's social media pages. While the Company may, at its discretion, assist in submitting appeals or communicating with the relevant platform(s), it is not liable for any loss, damage or business disruption arising from such actions.

3.12 The Client acknowledges that the Company does not warrant any software altered or changed by anyone other than the Company. The Company is not responsible for problems caused by incompatible operating systems or equipment, or for problems in the interaction of the software with software not furnished by the Company.

3.13 The remaining balance for website services is payable should the submission of the final content be delayed by the Client, provided that all Design and Development work has been completed by the Company. Accordingly, the Client acknowledges that the Company can invoice for the remaining balance due for that work.

3.14 For paid media campaigns, the Company charges a campaign management fee, which is separate from and in addition to any advertising credit, media spend or advertising budget. All campaign management fees are agreed and paid prior to the commencement of the relevant monthly campaign period. The campaign management fee is calculated based on factors including, but not limited to, the number of advertising channels, the complexity of the campaign, and the agreed advertising budget. Where the Client's advertising budget is planned to increase or decrease, the Company may review and adjust the applicable management fee accordingly. If, during any campaign period, the actual media spend consistently exceeds or falls below the agreed budget, the Company may review the management fee and make a reasonable adjustment for future campaign periods. Any revised management fee is communicated to the Client prior to the commencement of the applicable campaign period.

3.15 Invoices must be paid by the due date and within the credit period, as specified in the Sales Order. In the instance of late payments, services may be terminated. Where the Client has multiple services with the Company, failure to pay an invoice due on one service on time may result in the other services being terminated.

3.16 The Client acknowledges and agrees that development support hours are charged at a rate of 1,000 THB per hour for standard support and 2,000 THB per hour for senior support. Standard support covers basic changes or updates, while senior support applies to more technical or advanced development tasks. The Company determines, at its discretion, the appropriate support level required for each task.

4. Confidentiality

4.1 Each party shall not disclose any Confidential Information received from the other party and shall take all necessary measures to ensure its non-disclosure. The parties shall maintain strict confidentiality regarding all information, discussions, negotiations or decisions brought to their knowledge during the performance of the Service.

4.2 For clarity, the confidentiality obligations do not apply to information that: has become part of the public domain without default of either party; was owned or developed by either party; was obtained from a third party under no secrecy obligation; or was disclosed under a court order or as part of an arbitration process.

5. Non-disparagement

5.1 The parties covenant that they shall not at any time make any disparaging comments, or disclose any information, or make or publish any statement, or do any other thing which may tend materially to harm or prejudice the other party's reputation or good name ("prejudicial information"). This includes not making disparaging comments or disclosing prejudicial information about the other through social media, web discussion groups, websites or other similar forums.

5.2 The parties agree to remove any prejudicial information posted online immediately upon receipt of a written request from the other party.

5.3 The parties agree and acknowledge that this non-disparagement provision is a material term of this Agreement and that the Company would not have entered into this Agreement without its inclusion.

5.4 The parties acknowledge that a breach of this provision, or disclosure of prejudicial information as described above, is a material breach of this Agreement and may cause material damage to the other party. Damages may be inadequate compensation for such a breach and, subject to the court's discretion, the non-breaching party may restrain, by injunction or similar remedy, any conduct or threatened conduct which is or would be a breach of this provision.

6. Cancellations

6.1 Unless otherwise stated in the Sales Order, the contract may only be cancelled by written agreement of both parties and upon payment to the Company of such amount as may be necessary to meet the costs incurred up to the date of cancellation, and to indemnify the Company against all loss resulting from the cancellation.

6.2 For retained work billed monthly, where no contract period has been explicitly stated on the Sales Order, the contract may be terminated by the Client giving 30 days' notice in writing, with acknowledgement from the Company in writing.

6.3 The Company reserves the right to cancel the contract at any stage and to refund the Client any payments due under this Contract or the Campaign detail if, for any reason, technical factors arise in carrying out the Contract that are beyond the Company's control.

6.4 The Company reserves the right to cancel the contract with the Client if the Client is in breach of any term of this Agreement.

6.5 Any prepaid advertising credit will not be refunded.

7. Variation of service operation

7.1 Services may need to be amended or changed as the Campaign evolves, which may be beyond the original proposed scope. In this instance, both parties may agree to a variation of service operation, which may be subject to a revision of the original basis of remuneration.

7.2 Where minor adjustments are required to fine-tune the operation, the Company may not formally advise the Client on each instance. The Company shall endeavour to maintain a record of these minor changes.

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