Terms of Use

1. General Provisions

1.1. These Terms set forth conditions regarding the use of the Service and form a binding agreement in relation to the use of the Service (“Service Agreement”) between you and a2network (Thailand) Co., Ltd., a corporation organized and existing under the laws of Thailand, having its head office at 689 Bhiraj Tower at Emquartier 20th Floor Room No. 2003, Sukhumvit Road, Klongtonnua, Wattana, Bangkok 10110. You shall comply with these Terms upon the use of the Service.

1.2. The Individual Provisions (as defined in Article3) are incorporated herein by reference and become a part of the Service Agreement. If there is any conflict between these Terms and Individual Provisions, Individual Provisions prevail.

1.3. If an individual who belongs to a certain organization applies for and uses the Service on behalf of the organization (including legal entities), the individual is deemed to have an authority to consent to these Terms and execute the Service Agreement with us on behalf of the organization; in such case, the organization is a party to the Service Agreement and shall comply with these Terms (in this case, "you" and “your” in these Terms refers to the organization).

1.4. If you are under 20 years old, before agreeing on these Terms, you must obtain express consent to use the Service and enter into the Service Agreement with us from your parents or guardians who have the authority to give such consent in accordance with applicable laws. You shall not use the Service without such prior consent. Upon agreed on these Terms, you are deemed to have obtained necessary consent from a person having such authority.

1.5. You hereby agree that we may require you to satisfy certain conditions designated by us for the use of whole or a part of the Service.

2. Modification, Amendment, or Addition

2.1. We may, at our sole discretion, modify, amend, or add provisions to these Terms and Individual Provisions from time to time.

2.2. In the event of any modifications, amendment, or addition in these Terms, we will notify you of those modification, amendment, or addition by posting on our website or the Service, or other means determined by us.

2.3. If, after we notify you of those modification, amendment, or addition, you use the Service or do not terminate the Service Agreement within the term specified by us (if any), you are deemed to have agreed to those modification, amendment, or addition of these Terms.

3. Definition

In these Terms, the following words and terms have the following meanings, unless otherwise provided herein:

(a) “Deposited Items” means certain items to be deposited upon your request through the Service;

(b) “Individual Provisions” means any terms or conditions posted or distributed by us in relation to the Service separately from these Terms and/or any provisions prescribed in application forms, contracts, and any other documents that are separately agreed between you and us;

(c) “Intellectual Property Rights” mean patent rights, utility model rights, design rights, trademark rights, copyrights (including the rights of translation and adaptation and the rights of the original author in the exploitation of a derivative work), and any other intellectual property rights, domestic and international, including the rights to register these rights;

(d) “Personal Data” means information that can directly or indirectly identify an alive individual as set forth in Thailand Personal Data Protection Act;

(e) “Warehouse” means the warehouse controlled by us to keep or store the Deposited Items.

4. Registration for Use

4.1. In order to use the Service, you need to create your account by registration as a user in a manner designated by us. Upon the registration, you shall agree to comply with these Terms and Individual Provisions and provide all information required by us ("Registration Information") and shall not provide us with false information.

4.2. If we approve your application for the registration, we notify you of our approval in a manner determined by us. Provided, however, we may, at our sole discretion, determine whether we approve your application. Even though your application is unapproved, we are not required to disclose to you the reason thereof.

4.3. The Service Agreement between you and us becomes effective at the time of notice of our approval to you.

4.4. If there is any error or change in the Registration Information, you shall promptly notify us of the error or change, or correct or amend it by yourself, in a manner designated by us at your own responsibility. You shall be solely responsible for any loss or damage incurred due to any falsity, error, or omission, or failure of change in the Registration Information; we are not liable in any way for such loss or damage.

4.5. You shall provide us with materials relating to the Registration Information upon our request.

5. Account

5.1. You shall keep and safeguard your own ID, password, and other information related to your account at your own responsibility and be liable for taking all actions to prevent unauthorized or wrongful use thereof.

5.2. You shall not lend to, share with, or transfer or assign to, any third party, or otherwise cause any third party to use, your own account.

5.3. When we confirm the match of your ID and password, we may deem that you, as a holder of the account, use the Service. You shall be solely responsible for any loss or damage arising from your deficiencies in management, inappropriate use, or use by a third party, of your account; we are not liable in any way for such loss or damage.

5.4. In the event you discover an unauthorized use of your account by any third party or a possibility thereof, you shall immediately notify us of that.

6. User’s Information

We will treat any Personal Data and other information which is provided by you or we collect upon your use of the Service in accordance with the provisions of the Privacy Policy separately established by us; you hereby agree to such treatment of the Personal Data and other information.

7. Service Fee

7.1. Unless otherwise provided in these Terms, you shall pay to us fees for the Service (“Fee”), in accordance with the conditions such as amount, payment method, due date, and other related conditions prescribed in the Individual Provisions.

7.2. We may, at its sole discretion, modify the amount of the Fee, payment method, and other related conditions from time to time; in the event of any modifications, we will, in advance, notify you of it or publish the modifications in a manner determined by us.

7.3. If you fail to make any payment hereunder within the due date, you shall be responsible for overdue interest, to the fullest extent permitted by applicable law, on such overdue amount at the rate of [15%] per annum, on a basis of [365] days, for the period from the following day of the due date up to and including the date of actual payment in full, and further, shall compensate for all costs and damages incurred by us, including without limitation, debt collection costs and attorneys' fees.

8. Points

8.1. When you make a certain transaction on the Service, we will award points ("Points") which can be used as a payment method for the Fee in accordance with the rate and conditions determined by us.

8.2. You can use the Points to pay for a part of Fee, at the rate that 1 Point equals 1 Baht. Provided, however, you are not allowed to use the Points for the expenses of shipping or delivering.

9. Collecting Items

9.1. You may send us requests to collect Deposited Items. On our receipt of your request, we will send a person (“Collector”) to your registered address to collect the Deposited Items.

9.2. If the Collector has any doubt on whether the Deposited Items are suitable for the Service, the Collector may open them and check the contents of the items. We are not responsible for any damages caused by the measure taken by the Collector according to this paragraph.

9.3. You hereby acknowledge and agree that we may, at its sole discretion, designate a third party who to collect the Deposited Items as the Collector.

10. Prohibited Items

10.1. We may refuse to accept the Deposited Items or request you to pick up the Deposited items if they are considered as any of the following items;

10.2. When we have refused to accept the Deposited Items as prescribed in the preceding paragraph and requested you to collect them, you shall pick them up without delay at your own responsibility and expense, and we are not responsible for any damage to such Deposited Items.

10.3. If we find any illegal item or item suspected to be illegal in the Deposited Items, we may inform the police without any notice to you.

11. Value of Deposited Items

You may not deposit any item with a value of exceeding 10,000 Baht per item. If there is any Deposited Item with a value of exceeding 10,000 Baht, the value of such item is deemed as 10,000 Baht.

12. Warehouse

12.1. Upon arrival of the Deposited Items at the Warehouse, we will inspect the contents of the Deposited Items and take photographs of them. If it is found that the contents are different from those described in your original application, we may refuse keeping the Deposited Items and you shall pick them up without delay at you own responsibility and expense.

12.2. We shall keep the Deposited Items with the due diligence of a prudent merchant.

12.3. We may, at its sole discretion, determine the location or any other specification of the Warehouse and you hereby accept and agree not to has the right to designate or determine them.

13. Unsuitable Items

13.1. We may demand you to take any necessary measures within a reasonable period of time in the following cases:

13.2. You shall take any and all necessary measures required by us without delay at you own responsibility and expenses if you receive the notification prescribed in the preceding paragraph.

14. Return / Delivery

14.1. You may send request through the Service to return or deliver the Deposited Items at any time in accordance with the procedure specified by us. On our receipt of your request, we shall return or deliver the Deposited Items at the place and time specified by you.

14.2. When you send us the request for returning or delivering the Deposited Items, you are obligated to responsibly receive these items at the place and time specified by you.

14.3. You hereby acknowledge and agree that we may, at its sole discretion, designate a third party who to return or deliver the Deposited Items.

15. Custody of Deposited Items

15.1. If you fail to pay the Fee or any other fees or expenses related to the Service, we may take custody of the Deposited Items at your expenses until you have completed such payment despite your request for return.

15.2. You shall pay us the compensation which is equal to the Fee for the duration of the custody of the Deposited Items.

15.3. Under no circumstances are we liable or responsible for any losses or damages incurred by you arising out of the measures prescribed in the preceding paragraph, including, without limitation, deterioration, break or disrepair of the Deposited Items under the custody.

16. Dispose of Deposited Items on Request

16.1. You may send request through the Service to dispose of the Deposited Items at any time in accordance with the procedure specified by us. On our receipt of your request, we shall dispose of the Deposited Items in accordance with your request.

16.2. If it takes special costs or expenses for us to dispose of the Deposited Items, you shall pay the additional charge, which is specified separately, to complete your request of disposing.

17. Prohibited Acts

In course of using the Service, you shall not conduct any of the following acts:

18. Modification and Discontinuation of the Service

18.1. We reserve the right to modify, amend, or add whole or a part of the contents of the Service at any time, without any prior notice to you.

18.2. We may, without any prior notice to you, temporarily discontinue to provide the Service, in whole or in part, if any of the following events occur:

18.3. We reserve the right to cease to provide the Service at its sole discretion. In the event we discontinue the whole of the Service, we will notify you of it [3] months in advance in a manner deemed appropriate by us, except for emergency case.

18.4. We are under no circumstances liable for any damages incurred by you arising out of any modification, amendment, or addition of the contents of the Service, or the discontinuation of the Service pursuant to this Article.

19. Confidentiality

19.1. You shall maintain in confidence and safeguard all information which is disclosed by us and designated as confidential or secret by us and which is obtained by you in connection with the Service and designated as confidential or secret by us (collectively, “Confidential Information”).

19.2. You shall utilize the Confidential Information solely for the purpose of using the Service and performing your obligation hereunder. You shall not disclose it to any third party without our prior written consent.

20. Suspension and Termination

20.1. We may, without any prior notice to you, (i) temporarily suspend or limit your use of the Service or (ii) delete the information, in whole or in part, provided by you on the Service (collectively, "Suspension of Use"), if you fall or are considered by us to fall under any of the followings:

20.2. If you fall under or we determine that you are likely to fall under any of the items prescribed in the preceding paragraph, we may, without any prior notice to you, terminate the Service Agreement. In such case, all unpaid amounts owed to us by you become immediately due and payable; you shall immediately pay to us such amounts in full.

20.3. In addition to the preceding paragraph, if you fall under or we determine that you are likely to fall under any of the items prescribed in the Article 20.1, we may demand to take-over your Deposited Items at your own expenses, separately from or together with Suspension of Use or termination of the Service Agreement. On receipt of the notice from us, you shall take all necessary measures required by us within [30] days.

20.4. You will not be relieved of any and all obligations and liabilities accrued under these Terms even after the Suspension of Use or termination of the Service Agreement.

20.5. Under no circumstances are we liable or responsible for any losses or damages incurred by you arising out of the Suspension of Use or termination of the Service Agreement pursuant to Article20.1 and Article20.2.

21. Compulsory Disposition

21.1. In the event that you have failed to comply with our demand of taking-over in accordance with Article 20.3, the Deposited Items are deemed to be abandoned by you and can be disposed by us voluntarily dispite your intention. In such case, we also have the right to sell the Deposited Items other than disposal of them.

21.2. If it takes special costs or expenses for us to dispose of the Deposited Items, you shall be responsible for the disposal expenses upon request by us.

21.3. In the event of a sale of the Deposited Items, we shall return the balance of sells price after deducting the outstanding debts including Fee, expenses and charges to sell them prescribed in the preceding paragraph, or other expenses or compensations related to the Service without interest within [30] days after we receive the sells price of the Deposited Items.

22. Ownership of Rights

22.1. You acknowledge that any and all Intellectual Property Rights and other rights and titles in relation to the Service and any information and data which we provide to you relating to the Service Agreement belong to us (or our licensor) and that we in no way grant you these titles or rights, unless otherwise expressly provided herein.

22.2. We acknowledge that all rights and titles, including Intellectual Property Rights, in relation to information or data that you provide us upon the use of the Service belong to you (or your licensor) (“User's Property”); provided, however, you hereby irrevocably agree that you grant us the right to indefinitely utilize the User's Property in any way, including, without limitation, reproduction, public transmission, rent, modification, translation, adaptation, sublicense, and exploitation of a derivative work, for the purpose of conducting our businesses, unless otherwise provided herein.

22.3. You hereby agree not to claim, assert, or exercise against us any Intellectual Property Rights and other rights, including authors’ moral rights, with regard to our utilization of such User's Property prescribed in Article 22.2.

23. Disclaimer of Warranty

23.1. WE DISCLAIM ANY WARRANTY, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, BENEFIT THAT YOU MIGHT EXPECT, FUNCTIONALITY, MERCHANTABILITY, USEFULNESS, COMPATIBILITY, COMPLETENESS, INTEGRITY, ACCURACY, CONTINUITY, RELIABILITY, OR UTILITY, AVAILABILITY, ACCESSIBILITY, LEGALITY, OR THE ABSENCE OF SECURITY FLAWS, NON- ERRORS, NON-BUGS, NON-VIRUS, OR OTHER DEFECTS, AND NO INFRINGEMENT OF THIRD PARTIES’ RIGHTS IN THE CONTENTS AND OTHER INFORMATION PROVIDED THROUGH THE SERVICES, UNLESS OTHERWISE EXPRESSLY PROVIDED BY US.

23.2. If a dispute arises with any third party in connection with the use of the Service, you shall promptly notify us of details of the dispute and resolve such dispute at your own cost and responsibility. If we deal with the complaints from or dispute with any third party in relation to you, you shall compensate us for any damages, losses, and expenses incurred by us due to the dispute.

24. Indemnification

You shall defend, indemnify and hold us harmless, to the extent permissible by applicable laws, from and against any and all actions, liabilities, obligations, damages, and losses including, without limitation, settlement costs, attorneys’ fees, litigation costs, and other reasonable expenses, arising out of (i) your breach or default of any provision hereof and/or (ii) your willful or negligent act.

25. Limitation of Liability

25.1. In case, despite of the provisions of Article23, we are obligated to compensate to you for damages, losses, or expenses pursuant to applicable laws, our total liability on any claim, whether in contract, tort or otherwise, arising out of or in relation to these Terms in no event exceeds the total amount of the payment actually paid by you to us under these Terms during the most recent [6] months period preceding the event giving rise to the damages relating such claim (in case of any loss or damage of the Deposited Items, up to 3,000 Baht per item), provided, however, this does not apply where such claim arises from our intentional or gross negligent conduct.

25.2. Notwithstanding anything contained herein, we are in no event liable for incidental, consequential, indirect, or special damages, including, without limitation, damages for loss of revenue and punitive damages, even if we are notified of the possibility of such damages.

26. Force Majeure

We are not liable for any delay or failure in the performance of any obligation under the Service Agreement in the event that such delay or failure is caused by force majeure (“Force Majeure”), including but not limited to, acts of God, war, threat of war, warlike conditions, hostilities, mobilization for war, blockade, embargo, detention, revolution, riot, port congestion, looting, strike, lockout, plague or other epidemic, fire, typhoon, earthquake, flood or accident, or acts of governmental or quasi-governmental authorities or any political subdivision or department or agency thereof not due to our fault, or any shortage or curtailment of labor or materials or intercept or discontinuation of transportation or utility not due to our fault, or any labor trouble at the place of our business or our suppliers, or any other cause beyond our control.

27. Term

27.1. The Service Agreement between you and us becomes effective at the time we issue the notice of our approval to you and continues until terminated as provided in these Terms.

27.2. Unless otherwise expressly provided in these Terms, you may terminate the Service Agreement in accordance with the procedure separately set forth by us.

27.3. Upon the termination of the Service Agreement pursuant to the provisions of the preceding paragraph, you shall forfeit all of the right in relation to use of the Service; provided, however, you are not relieved of any and all obligations and liabilities under these Terms even after the termination.

27.4. You agree that we are not required to retain any information or data provided by you upon the use of the Service after termination of the Service Agreement.

28. Notice

28.1. Unless otherwise provided herein, we may give to you a notice or any other communications from us concerning the Service by posting on the Service, the website operated by us, email, or in other manner determined by us.

28.2. Unless otherwise provided herein, you shall give to us a notice, inquiry, and other communications relating to the Service in other manner designated by us.

28.3. Contents, business hours, or other details of our supports relating to the Service are separately determined by us.

29. No Assignment

29.1. In no event may you sell, assign, or otherwise, by merger or by corporate divide, mortgage, pledge, or otherwise encumber, or deal with, this Service Agreement or any right or obligation hereunder, in whole or in part, to any third party without our prior written consent. Any attempt to do so in contravention of this Article is void and of no force and effect.

29.2. You hereby agree that if we assign or transfer our business in relation to the Service to a third party (“Business Assignment”), we may transfer any and all of our titles, rights, and obligations hereunder and all information obtained by us in relation to the Service to the third party. For the avoidance of doubt, the Business Assignment includes the comprehensive succession due to the merger, company split, or other rehabilitation in which we become a disappearing company or a splitting company.

30. Waiver

Our failure at any time to require your performance of any responsibility or obligation hereunder in no way affects the full right to require such performance at any time hereafter. Nor do our waiver of a breach of any provision hereof constitute a waiver of any succeeding breach of the same or any other provision hereof or constitute a waiver of the responsibility or obligation itself.

31. Severability

If any provision of these Terms is deemed illegal, invalid or unenforceable in any jurisdiction, such provision is deemed null and void, but these Terms remains in force in all other respects.

32. Headings for Reference Only

All headings used in these Terms are inserted for convenience only and are not intended to affect the meaning or interpretation of these Terms or any clause or provision hereof.

33. Controlling Language

These Terms is drawn up in the English language. These Terms might be translated into any language other than English; provided, however, the English text prevails in any event.

34. No Assignment

34.1. The Service Agreement is governed and construed in accordance with the laws of Thailand, without regard to its conflict of law rules.

34.2. We and you hereby consent to and confer the exclusive jurisdiction upon the court located in Bangkok over all action or proceedings arising out of or relating to the Service Agreement.