Terms & Conditions

1. Engagement Agreement

A consulting engagement with Thong Atlas is formalized when both parties have agreed to a written Statement of Work ("SOW") or Engagement Letter that references these Terms. The SOW will specify the service package selected, the agreed scope, timeline, lead consultant, and total fee. These Terms form the contractual basis for all engagements unless a separate written agreement is executed, in which case that agreement governs.

Verbal or email expressions of interest do not constitute a binding agreement. An engagement commences on the date specified in the SOW following receipt of the deposit described in Section 3.

2. Scope of Services

Thong Atlas offers three defined service packages:

• Sales Channel Effectiveness Audit — A 3-week review of sales channel performance, including conversion analysis, cost per acquisition assessment, and channel contribution benchmarking.
• Organizational Structure Redesign — A 6-week engagement covering role clarity mapping, span-of-control analysis, and structural option development with leadership facilitation.
• Market Entry Feasibility for Thailand — An 8-week comprehensive study covering regulatory, competitive, demand, and operational feasibility for entering the Thai market.

Each engagement is delivered as described in the relevant SOW. Services are performed in English unless otherwise agreed in writing. Thong Atlas reserves the right to engage appropriately qualified subcontractors or associates to assist in service delivery, subject to the confidentiality obligations in Section 6.

3. Fees and Payment

Fee Structure

All service packages are offered at fixed fees as set out in the SOW. Prices are quoted in Thai Baht (฿) and are inclusive of all consultant time, standard document preparation, and scheduled client meetings. Fees do not include expenses such as travel, third-party data subscriptions, translation services, or government filing fees, which will be itemized separately and approved by the Client in advance.

Payment Schedule

Unless otherwise stated in the SOW, the following payment schedule applies:

• Deposit (50%): Payable upon signing of the SOW. Work commences on receipt of cleared funds.
• Balance (50%): Payable upon delivery of the final deliverable(s) as specified in the SOW.

Late Payments

Invoices are payable within 14 calendar days of issue. Where payment is not received by the due date, Thong Atlas reserves the right to pause active work until the outstanding amount is settled. Continued delay beyond 30 days may be treated as a termination event under Section 10.

Taxes

All fees are stated exclusive of applicable Thai value-added tax (VAT) or withholding tax unless otherwise noted. Tax obligations are the responsibility of each party in accordance with applicable law. Thong Atlas will issue proper tax invoices as required.

4. Deliverables

The specific deliverables for each engagement are described in the relevant SOW. All deliverables are provided in digital format (PDF and/or editable document files) via email or shared document platform. Thong Atlas does not guarantee the implementation of any recommendations; the Client retains full authority over all decisions arising from the engagement.

Deliverables are considered accepted if the Client does not raise written objections within 10 business days of delivery. Where revisions are requested, Thong Atlas will address material gaps or errors in analysis at no additional charge. Revisions that reflect a change in Client requirements or preferences may be subject to an additional scope discussion under Section 9.

5. Intellectual Property

Client Ownership of Deliverables

Upon receipt of full payment, the Client is granted full ownership of all deliverables produced specifically for the engagement (reports, analyses, frameworks, and slides). This includes the right to reproduce, distribute, and adapt those materials internally for business purposes.

Thong Atlas Background IP

Any methodologies, frameworks, tools, templates, or analytical approaches developed by Thong Atlas prior to or independently of the engagement remain the exclusive intellectual property of Thong Atlas. Where such materials are incorporated into deliverables, the Client receives a perpetual, non-transferable licence to use them for internal purposes only. They may not be sublicensed, sold, or made publicly available without prior written consent.

Third-Party Materials

Where deliverables incorporate third-party licensed data or content, Thong Atlas will identify such materials. The Client assumes responsibility for complying with any applicable third-party licence terms.

6. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the engagement ("Confidential Information"). Confidential Information includes, but is not limited to, business strategies, financial data, organizational details, client lists, and proprietary processes.

This obligation does not apply to information that:

• Was already publicly known at the time of disclosure;
• Becomes publicly known through no fault of the receiving party;
• Was independently developed without reference to the Confidential Information; or
• Is required to be disclosed by law, court order, or regulatory authority.

Confidentiality obligations survive the termination of the engagement for a period of three (3) years. Thong Atlas may list the Client's name as a reference engagement in marketing materials unless the Client requests otherwise in writing.

7. Client Responsibilities

Timely and accurate delivery of services depends on the Client's cooperation. The Client agrees to:

• Provide access to relevant internal data, documents, and personnel as agreed in the SOW;
• Designate a primary point of contact who has authority to provide direction and approvals;
• Respond to information requests and draft reviews within the turnaround times specified in the SOW;
• Ensure that data provided to Thong Atlas is lawfully obtained and that sharing it does not violate any third-party rights or contractual obligations;
• Communicate promptly if circumstances change in a way that may materially affect the engagement.

Where delays in service delivery arise from Client-side unavailability, timeline extensions will be agreed in writing without additional fees, unless the delay exceeds four (4) weeks, in which case revised terms may be discussed.

8. Timeline and Delays

Engagement timelines are stated in the SOW and are based on the assumption of reasonable Client cooperation as described in Section 7. Thong Atlas will notify the Client as soon as reasonably practicable if unforeseen circumstances are likely to affect the agreed timeline.

Force majeure events — including natural disasters, government directives, significant infrastructure failures, or other circumstances outside either party's reasonable control — may suspend the engagement without liability. Both parties will make good-faith efforts to resume work as soon as feasible.

9. Amendments to Scope

The SOW defines the agreed scope. If the Client requests work outside this scope, or if additional complexity becomes apparent during the engagement, Thong Atlas will document the proposed change in a written Change Request. The Change Request will describe the additional work, the revised timeline (if any), and any additional fee. Work on the change will not commence until both parties have agreed in writing.

Minor clarifications or additional stakeholder interviews within the original scope will generally be accommodated at no additional charge, at Thong Atlas's discretion.

10. Termination

Termination for Convenience

Either party may terminate the engagement by providing 14 calendar days' written notice. In such cases, the Client will be invoiced for all work completed up to the termination date, calculated on a pro-rata basis against the total engagement fee. The deposit is non-refundable. Any balance owed above the deposit will be payable within 14 days of the final invoice.

Termination for Material Breach

Either party may terminate immediately in writing if the other party commits a material breach that is not remedied within 10 business days of written notice identifying the breach. Upon such termination, Thong Atlas will deliver all completed work to date. The Client remains responsible for fees covering completed work.

Effect of Termination

Sections 5, 6, 11, and 14 of these Terms survive termination of the engagement for any reason.

11. Limitation of Liability

Thong Atlas provides advisory services. Our recommendations are based on available data, professional judgement, and market knowledge at the time of the engagement. We do not represent that implementing our recommendations will produce specific financial or operational outcomes.

To the fullest extent permitted by applicable law:

• Thong Atlas's total liability arising out of or related to any engagement shall not exceed the total fees paid by the Client for that engagement;
• Thong Atlas shall not be liable for any indirect, incidental, special, or consequential losses, including loss of revenue, loss of data, or loss of business opportunity, even if advised of the possibility of such losses;
• The Client acknowledges that business decisions are made at the Client's own risk, and that professional advice supplements but does not replace the Client's own judgment.

Nothing in these Terms limits liability for fraud, gross negligence, or any matter that cannot be excluded under applicable law.

12. Representations and Warranties

Thong Atlas represents that it will perform services with reasonable professional care and skill, and that it has the right to enter into this engagement without conflicting obligations. The Client represents that it has authority to share the information provided and to enter into a binding agreement on behalf of its organization.

Other than the foregoing, and to the extent permitted by law, all implied warranties and representations are disclaimed.

13. Independent Contractor Status

Thong Atlas operates as an independent contractor. Nothing in these Terms creates an employment, partnership, agency, or joint venture relationship between Thong Atlas and the Client or any of the Client's employees. Thong Atlas's personnel remain solely employed by Thong Atlas.

14. Governing Law and Disputes

These Terms and any engagement governed by them shall be construed in accordance with the laws of the Kingdom of Thailand.

In the event of a dispute, both parties agree to first attempt resolution through good-faith negotiation within 30 days of written notice from one party to the other. If negotiation does not result in resolution, the matter shall be referred to mediation through the Thai Mediation Center or a mutually agreed mediator before proceeding to formal legal proceedings.

If mediation is unsuccessful, disputes shall be subject to the exclusive jurisdiction of the Thai courts. The language of proceedings shall be Thai unless both parties agree otherwise.

15. Amendments to These Terms

Thong Atlas may update these Terms from time to time to reflect changes in law, regulation, or business practice. The version in effect at the time an SOW is signed will govern that engagement. We will post updated Terms on this page with a revised "Last Updated" date. Continued engagement following material changes constitutes acceptance of the updated Terms.

We may notify Clients of significant changes via email to the address registered during the engagement.

16. Contact

For questions about these Terms, or to discuss any aspect of an existing or prospective engagement, please contact us at:

• Thong Atlas Co., Ltd.
• 127 Rama IV Road, Klong Toei, Bangkok 10110, Thailand
• Phone: +66 2 914 6283
• Email: [email protected]