1. 📖 Definitions and Interpretation

In these Terms, the following expressions shall have the meanings set out below, unless the context otherwise requires. Terms defined in the singular include the plural and vice versa.

"Agreement"

These Terms of Service together with any Engagement Letter, Statement of Work, or Order Form executed between the parties, and the documents incorporated herein by reference.

"Aggregate Liability"

The total cumulative liability of the Company to a User arising from all claims under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise.

"Confidential Information"

Any information disclosed by one party to the other in connection with the Services that is designated as confidential or that reasonably ought to be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation business plans, pricing, source code, client data, and legal strategies.

"Content"

All text, graphics, data, source code, images, video, audio, reports, templates, methodologies, and any other material made available on the website or delivered as part of the Services.

"Company"

The Kooru Data Tech & Law (Thailand) Co., Ltd., including its directors, officers, employees, agents, contractors, and permitted assigns.

"Deliverables"

Any reports, documents, templates, frameworks, assessments, policies, or other outputs specifically produced by the Company for a User pursuant to a consulting engagement.

"Engagement Letter"

A formal written agreement signed by both parties setting out the specific scope, fees, and terms of a consulting or advisory engagement.

"Intellectual Property Rights"

All present and future rights in and to patents, trademarks, service marks, trade names, copyright, design rights, database rights, trade secrets, know-how, and any other intellectual or industrial property rights, whether registered or unregistered, anywhere in the world.

"PDPA"

The Personal Data Protection Act B.E. 2562 (2019) of the Kingdom of Thailand, as amended from time to time.

"Services"

The Company's website, digital platforms, consulting, auditing, implementation, policy drafting, training, legal document preparation, and all other services related to PDPA compliance, AI Governance, Data Protection Officer (DPO) outsourcing, and Digital Strategy, as may be offered by the Company from time to time.

"User" / "Client"

Any natural person or legal entity that accesses the website or engages the Company to provide Services.

1.1 Interpretation

References to a statute or statutory provision include all subordinate legislation made thereunder and all amendments, re-enactments, or replacements in force from time to time. Headings are for convenience only and shall not affect interpretation. The words "including", "include", and "in particular" shall be construed as illustrative and shall not limit the generality of any preceding words.

2. 🔭 Scope of Services

2.1 Professional Status and No Attorney–Client Relationship

Notwithstanding that certain members of the Company's founding team and personnel hold legal qualifications, all Content published on this website is provided for general informational and educational purposes only. Such Content does not constitute legal advice and does not create an attorney–client relationship between you and the Company.

An attorney–client relationship (or equivalent advisory engagement) shall arise only upon the execution of a formal Engagement Letter by both parties. Until such time, no reliance should be placed on any information contained on this website as a substitute for obtaining independent professional legal advice tailored to your specific circumstances.

2.2 AI and Technology Advisory Services

Services relating to Artificial Intelligence (AI) governance, AI risk management, and data technology are provided on the basis of current technological standards, regulatory guidance, and industry frameworks (including, without limitation, ISO/IEC 42001 and relevant OECD AI Principles).

The Company does not represent or warrant that any AI algorithm, system, or tool is entirely free from error, bias, hallucination, or unintended output. Given the rapidly evolving nature of AI technology and the regulatory landscape governing it, the Company's advice reflects the state of knowledge and best practice at the time of delivery. The Company shall not be liable for changes in law, regulation, or technical standards occurring after the date of delivery of any Deliverable.

2.3 Availability of Website and Services

The Company endeavours to ensure that its website and digital platforms remain accessible at all times; however, we do not guarantee uninterrupted availability. We reserve the right to suspend, modify, or withdraw any part of our Services at any time without notice, including for purposes of maintenance, security, or legal compliance.

2.4 User Obligations

You agree that you shall:

• Access and use the Services only for lawful purposes and in a manner that does not infringe the rights of any third party;
• Provide accurate, complete, and current information when requested by the Company in connection with any engagement;
• Not attempt to gain unauthorised access to any part of the website, its servers, or associated systems;
• Not use the Services to engage in any activity that is fraudulent, deceptive, harmful, or in violation of applicable law;
• Not reproduce, distribute, or commercialise any Content or Deliverables in breach of Section 3 below.

3. 💡 Intellectual Property Rights

3.1 Ownership — Company Intellectual Property

Save as expressly stated otherwise, all Intellectual Property Rights in and to the website, its Content, and all Deliverables — including without limitation the trade marks "The Kooru", "Kooru Data Shield™", and "Kooru TrustAI™", logos, source code, methodologies, frameworks, and training materials — are and shall remain the exclusive property of the Company. These rights are protected under the Thai Copyright Act B.E. 2537 (1994), the Thai Trademark Act, and applicable international intellectual property conventions.

Nothing in these Terms shall be construed as a transfer, assignment, or waiver of any Intellectual Property Rights of the Company.

3.2 Limited Licence to Clients

Upon receipt of full payment of applicable fees, the Company grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to use the Deliverables solely for your internal business purposes. This licence does not entitle you to:

• Copy, reproduce, or distribute the Deliverables or any part thereof to third parties;
• Adapt, modify, translate, or create derivative works based on the Deliverables without the Company's prior written consent;
• Remove or alter any proprietary notices, trade marks, or copyright markings;
• Use the Company's name, trade marks, or branding in any marketing, promotional, or external-facing material without prior written approval.

3.3 User-Generated Content and Background IP

You retain ownership of all pre-existing Intellectual Property Rights in any materials, data, or information that you provide to the Company in connection with the Services ("Client Background IP"). By providing such materials, you grant the Company a non-exclusive licence to use Client Background IP solely to the extent necessary to perform the Services.

3.4 Feedback

Any suggestions, ideas, or feedback you provide to the Company regarding the Services may be used by the Company freely and without restriction or compensation, and shall not be treated as Confidential Information.

4. 💳 Fees, Payment, and Refund Policy

4.1 Fees

Fees for the Services are as set out in the applicable quotation, Engagement Letter, Statement of Work, or as displayed on the website's checkout page at the time of purchase. All fees are quoted in Thai Baht (THB) unless otherwise specified, and are exclusive of applicable taxes (including VAT) unless expressly stated to the contrary.

You agree to pay all applicable fees and taxes within the timeframe stipulated in the relevant invoice or checkout flow. Late payment may, at the Company's discretion, attract interest at the rate of 7.5% per annum (or such statutory rate as may apply) from the due date until the date of actual payment.

4.2 Refund Policy

The Company's refund policy is as follows, and applies subject to any consumer protection rights you may have under applicable Thai law:

4.2.1 🗂️ Digital Products (E-Books, Templates, and Downloadable Content)

Given the nature of digital goods, all sales of digital products are final and non-refundable once the product has been accessed or downloaded. An exception applies where a digital file is materially defective or corrupted such that it cannot reasonably be accessed or used for its intended purpose, in which case the Company shall, at its election, provide a replacement file or a full refund.

4.2.2 🤝 Consulting and Advisory Services

Refunds in connection with consulting and advisory services are governed by the terms of the applicable Engagement Letter. In the absence of specific provisions therein, refunds shall be considered at the Company's sole and reasonable discretion in circumstances where the Company has materially failed to deliver the agreed Services through no fault of the Client.

Any money-back guarantee or specific refund commitment is effective only where expressly set out in writing in the applicable campaign offer, proposal, or Engagement Letter. General representations made in marketing materials do not constitute a binding refund commitment.

4.3 Disputed Invoices

If you dispute any invoice in good faith, you must notify the Company in writing within fourteen (14) days of the invoice date, setting out in reasonable detail the basis for the dispute. Undisputed amounts remain payable on their due date.

5. ⚠️ Limitation of Liability

5.1 Exclusion of Consequential Loss

To the fullest extent permitted by applicable law, the Company shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any of the following, even if the Company has been advised of the possibility of such loss:

• Loss of profits, revenue, turnover, or anticipated savings;
• Loss or corruption of data or information;
• Loss of business, contracts, goodwill, or opportunity;
• Indirect, special, incidental, punitive, or consequential damages of any nature whatsoever.

5.2 Aggregate Liability Cap

The Company's total Aggregate Liability to you in respect of all claims arising under or in connection with these Terms or the Services — whether based in contract, tort, statute, or any other theory of liability — shall not exceed an amount equal to the total fees actually paid by you to the Company during the six (6) calendar months immediately preceding the event giving rise to the claim.

5.3 Essential Basis of the Agreement

You acknowledge that the limitations and exclusions of liability set out in this Section 5 reflect a reasonable allocation of risk between commercially sophisticated parties and are an essential element of the basis upon which the Company provides the Services at the agreed fees. Without these limitations, the Company would not be able to offer the Services on the terms herein.

5.4 Exceptions

Nothing in these Terms shall exclude or limit the Company's liability for: (a) death or personal injury caused by the Company's negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under applicable Thai law.

6. 🚧 Disclaimer of Warranties

The Services and all Content are provided on an "as is" and "as available" basis, without representation or warranty of any kind, whether express, implied, statutory, or otherwise. To the fullest extent permitted by applicable law, the Company expressly disclaims all warranties, including without limitation:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement;
• Any warranty that the Services will be uninterrupted, error-free, or free from viruses or other harmful components;
• Any warranty as to the accuracy, completeness, timeliness, or reliability of any Content.

Notwithstanding the foregoing, the Company's personnel will exercise the degree of skill, care, and diligence reasonably expected of a competent professional in the relevant field. However, the Company does not and cannot guarantee:

• Legal outcomes: Compliance with applicable law is dependent on your organisation's conduct, internal systems, and factors outside the Company's control. The Company's advisory services reduce risk but cannot eliminate it;
• Cybersecurity: Absolute prevention of a personal data breach or cyberattack, as cybersecurity risk is an inherent feature of operating in a networked environment and depends on a multitude of variables outside the Company's exclusive control;
• Regulatory approval: The Company's advice does not constitute, and should not be treated as, pre-clearance or approval by any regulatory authority.

7. 🔐 Confidentiality

7.1 Mutual Obligations

Each party ("Receiving Party") agrees to hold the other party's ("Disclosing Party") Confidential Information in strict confidence and to use such Confidential Information solely for the purposes of performing its obligations or exercising its rights under these Terms. Each party shall apply no less than the same degree of care to protect the other party's Confidential Information as it applies to its own confidential information of similar sensitivity, and in any event no less than a reasonable standard of care.

7.2 Permitted Disclosures

The Receiving Party may disclose Confidential Information only:

• To its employees, contractors, officers, or professional advisers who have a strict need-to-know basis and who are bound by confidentiality obligations no less protective than those herein;
• To the extent required by applicable law, regulation, court order, or a direction from a competent authority with jurisdiction, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permissible) so that the Disclosing Party may seek a protective order or other appropriate relief.

7.3 Exclusions

Confidentiality obligations shall not apply to information that:

• Is or becomes publicly available through no breach by the Receiving Party;
• Was already known to the Receiving Party prior to disclosure, as evidenced by contemporaneous written records;
• Is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or
• Is received lawfully from a third party who is not under any obligation of confidentiality with respect thereto.

7.4 Survival

Confidentiality obligations under this Section 7 shall survive the expiry or termination of these Terms for a period of three (3) years, or for such longer period as may be required in respect of information constituting trade secrets under applicable law.

8. 🔒 Data Protection and Privacy

The collection, use, storage, disclosure, and transfer of personal data in connection with your access to and use of the Services is governed by our Privacy Policy, which forms an integral part of these Terms. Our use of cookies and similar tracking technologies is governed by our Cookie Policy.

Where the Company Processes personal data on behalf of a Client in the course of providing the Services, the parties shall enter into a separate data processing agreement (DPA) in a form compliant with Section 40 of the PDPA, which shall prevail over these Terms to the extent of any inconsistency in relation to personal data processing matters.

Both parties agree to comply with their respective obligations under the PDPA and any other applicable data protection legislation in connection with the performance of these Terms.

9. 🚪 Suspension and Termination

9.1 Termination for Breach

Either party may terminate these Terms or any Engagement Letter with immediate effect by written notice to the other party if the other party commits a material breach of these Terms and (where the breach is capable of remedy) fails to remedy that breach within fifteen (15) calendar days of receiving written notice requiring it to do so.

9.2 Suspension by the Company

The Company reserves the right to suspend your access to the Services immediately and without prior notice if it reasonably and in good faith believes that:

• You have materially violated these Terms;
• Your use of the Services poses a legal, regulatory, reputational, or security risk to the Company or to any third party;
• You have failed to pay any fees due and payable under these Terms after receiving written notice of non-payment.

9.3 Consequences of Termination

Upon termination of these Terms or any engagement thereunder:

• All licences granted hereunder shall immediately cease;
• Each party shall promptly return or destroy the other party's Confidential Information (save to the extent retention is required by law);
• All accrued payment obligations shall become immediately due and payable;
• Provisions that by their nature are intended to survive termination (including Sections 3, 5, 6, 7, 10, and 11) shall continue in full force and effect.

10. ⚖️ Governing Law and Dispute Resolution

10.1 Governing Law

These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Kingdom of Thailand, without regard to its conflict of law principles.

10.2 Amicable Resolution

In the event of any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, the parties shall first endeavour to resolve the matter through good-faith negotiation. Either party may initiate the negotiation process by delivering written notice to the other party's designated contact, identifying the nature of the dispute in reasonable detail. The parties shall devote commercially reasonable efforts to reach a mutually acceptable resolution within thirty (30) calendar days of such notice (or such longer period as they may agree in writing).

10.3 Submission to Jurisdiction

If the dispute cannot be resolved through negotiation within the period specified above, either party may submit the dispute to the competent courts of Thailand having jurisdiction over the matter. Both parties irrevocably submit to the exclusive jurisdiction of such courts for the purposes of settling any such dispute.

10.4 Language

These Terms have been prepared in the English language. In the event of any inconsistency between an English version and any translated version, the English version shall prevail.

11. 📌 General Provisions

11.1 Entire Agreement

These Terms, together with any Engagement Letter, Statement of Work, and the documents incorporated herein by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, representations, and agreements, whether written or oral.

11.2 Amendments

The Company reserves the right to amend these Terms at any time. Amended Terms shall take effect upon publication on the website. For material amendments, the Company shall use commercially reasonable efforts to notify Users by email or website notice prior to the effective date. Your continued use of the Services following publication of an amended version constitutes your acceptance of the amended Terms.

11.3 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, without affecting the validity and enforceability of the remaining provisions.

11.4 Waiver

No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. A waiver of any breach shall not be deemed to be a waiver of any subsequent breach of the same or any other provision.

11.5 Force Majeure

Neither party shall be liable for any delay or failure in performance of its obligations under these Terms to the extent that such delay or failure is caused by circumstances beyond that party's reasonable control, including without limitation acts of God, natural disasters, war, civil unrest, pandemic, cyberattack by a state actor, or government action ("Force Majeure Event"). The affected party shall promptly notify the other party and shall use reasonable endeavours to mitigate the impact of such Force Majeure Event.

11.6 Assignment

You may not assign or transfer any rights or obligations under these Terms without the Company's prior written consent. The Company may assign or transfer its rights and obligations under these Terms to any affiliate, successor entity, or purchaser of substantially all of its assets upon written notice to you.

11.7 No Partnership or Agency

Nothing in these Terms shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has the authority to bind the other in any manner whatsoever.

11.8 Notices

All formal notices under these Terms shall be in writing and delivered by email to the addresses specified in Section 12 or in the applicable Engagement Letter. Notices shall be deemed received on the next business day following transmission, unless a delivery failure notification is received.

12. 📮 Contact Information

If you have any questions, concerns, or requests relating to these Terms of Service, please contact our Legal Department using the details below:

🏢 Registered Office

The Kooru Data Tech & Law (Thailand) Co., Ltd.
Mooban Sintorn, Happyland Road
Khwaeng Khlong Chan, Bang Kapi District
Bangkok 10240, Kingdom of Thailand
Website: www.kooru.com

👩‍⚖️ Legal Department

Attn: Khun Phuwara — Head of Legal
Email: lawyer@kooru.com
Response Time: We endeavour to respond to all enquiries within 15 business days of receipt.

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