1. In these terms and conditions unless the context otherwise requires:

Client Means the person described as the client on the order form/Proposal document.
Contract Means the contract for the supply of goods and services between the Supplier and the Client as set out on the order form/Proposal document and includes these Terms and Conditions and any Scope of Works.
Goods Means all goods and accessories sold or supplied by the Supplier and includes any software and instruction manuals.
Notice of Completion Means a notice in writing or verbally given by the Supplier to the Client advising that the goods and services the subject of the Contract have been provided in full by the Supplier.
Services Includes all services and labor contracted to be provided by or on behalf of the Supplier.
Scope of Works The Supplier’s Scope of Works in respect of the services signed by the parties for identification purposes.
Supplier Means Fresh Digital (Thailand) Co., Ltd.

2. This contract affects the sale of goods and the provision of services, including the design and production of websites, by the supplier to the client as specified in the contract. Additionally, it includes non-excludable conditions and warranties as implied by law, which constitute the agreement between both parties to the contract.

3. Unless otherwise stipulated in the Contract, the Client must pay all monies owing as per the contract. (a) The Supplier may cancel or suspend the performance of its obligations under the Contract (without any liability to the Client) if at any time the Client defaults in respect of any of its payment obligations.

4. If the client defaults in making any payment to the Supplier in accordance with the Contract, the Client agrees to:

  • (a) Pay interest on the amount outstanding to the Supplier at the rate of 15% per annum from the date on which such default occurred until the balance outstanding is paid in full; and
  • (b) On demand, reimburse the Supplier all reasonable debt collection fees and commissions disbursements and legal costs (on an indemnity basis) incurred or payable by the Supplier as a direct or indirect consequence of such default.

5. If the Client orders goods or services in its capacity as trustee of a trust. The Client warrants that it has full power and authority to accept goods and/or services under the Contract for the benefit of the trust. Warrants that its right of indemnity against the trust property is unrestricted and will not be adversely affected by the Contract, agrees that it will be bound by the Contract both personally and in its capacity as trustee of the trust acknowledges that its liability for indebtedness incurred while a trustee will apply even if it ceases to be trustee of the trust for any reason: and acknowledges that its liability will not be limited to the assets of the trust. In the event of any damage occurring, the supplier shall not be held liable in any way.

6. The Client acknowledges and agrees that any warranties and conditions (whether statutory, express, or implied) in relation to any goods or services supplied to it by the Supplier are expressly excluded, except for any warranties and conditions set out in the Contract or which cannot by law be excluded restricted or modified.

7. In the case of any breach by the Supplier of the terms of the Contract or any non-excludable warranty or condition, the Supplier will not be liable for any consequential loss and the Supplier’s liability will be limited in all circumstances to:

  • (a) In the case of goods, the repair or replacement of the goods (at the option of the Supplier); and
  • (b) In the case of services, to supply the Services again as per the guarantee in term 9 below.

8. The client must inspect the products and services provided by the supplier within 7 days from the date of notification of completion, and if there are any issues with the products and services, the client must notify the supplier within 7 days as follows:

  • (a) Notify the supplier in writing within 7 days, detailing the various aspects, relying on the authority that the clients claims that the received products and services do not meet the conditions in this contract, and
  • (b) If the client does not notify the supplier of any damages or discrepancies within 7 days from the date of receiving the products or services, the supplier shall not be held responsible for any damages or discrepancies that may arise, and shall not be obligated to provide any services, repairs, or replacements to the client. The client must pay the outstanding amount as agreed upon in this contract.

9. All Fresh Digital (Thailand) Co., Ltd. monthly SEO Campaigns (Organic Search Campaigns) (Website Optimisation Campaigns) are to run for no less than 12 months unless otherwise stated in the notes section of the Contract/Agreement.

  • (a) All works will commence on the receipt of the agreed monthly amount which should fall on the monthly anniversary date of the commencement of the campaign itself.
  • (b) The website is to be hosted with Fresh Digital (Thailand) Co., Ltd. or is hosted with an approved hosting provider as specified by the supplier.
  • (c) The client agrees not to make any changes to the website or settings within Google webmaster tools without written confirmation from the supplier and build any backlinks from another supplier without first informing Fresh Digital (Thailand) Co., Ltd.
  • (d) By signing the agreement the client preapproves any necessary onsite changes to their website as recommended by Fresh Digital (Thailand) Co., Ltd. and no further notification will be required.
  • (e) If the client wishes to implement the Onsite recommendations themselves this must be completed within 60 days of receiving the recommendations. Failure to comply will result in the monthly fee being applied for the contracted term of 180 days.
  • (f) The client does not engage in any other Digital Marketing practices with a third party without written consent from the supplier.
  • (g) The client agrees to respond in a timely manner generally within 5 working days.
  • (h) Fresh Digital (Thailand) Co., Ltd. cannot be held responsible for any loss of rankings or negative movement as a direct result of a Google algorithmic update
  • (i) For all SEO, Hosting, Web Design and or Web Refresh clients, the client’s website files (Where possible) will be backed up upon receiving the initial payment and kept on file for the duration of the contract plus 30 days after cancellation from any client as stated above.
  • (j) In the case of cancellation of all works with Fresh Digital (Thailand) Co., Ltd., we the supplier, cannot be held responsible for lapses in Hosting and or expired back-up files of any kind. The supplier will provide all login details for all the client’s associated domains upon cancellation. Fresh Digital (Thailand) Co., Ltd. urge all clients when cancelling with Fresh Digital (Thailand) Co., Ltd. to immediately seek alternative arrangements and cannot be held responsible for any loss of data.

10. The Client agrees not to cancel any Direct Debit Authority unless and until it has paid to the Supplier in full all amounts due and payable to the Supplier under the Contract. Additionally, the client must provide the supplier with notice at least 15 days in advance.

11. Where the supplier undertakes actions in response to client requests beyond the scope of work defined in this contract, and without a pre-agreed price for such additional services, both parties shall confirm in writing. The supplier will then charge for these additional services on an hourly (or minute) basis, calculated by the number of the supplier’s employees involved, multiplied by the hourly rate for the extra services provided beyond the scope of work outlined. The client agrees to promptly pay the additional fees to the supplier within 7 days of the date the supplier invoices for such expenses.

12. Unless otherwise expressly stated in the Contract, no waiver or relaxation in whole or in part of any of the terms and conditions of the Contract will be binding on the Supplier unless in writing and signed on by a director. Any such waiver or relaxation shall be limited to the term or condition and occasion in question.

13. The Client guarantees payment of all amounts due for payment under the Contract on the due date for payment thereof and indemnifies the Supplier for all amounts so due for payment and all losses costs and damages suffered by the Supplier because of breach of the Contract by the Client.

14. The supplier will not be liable to the Client for any losses or damages arising from customer-approved instructions to the supplier to undertake various activities, or from actions of the customer that breach the obligations with the supplier as specified in this contract. The supplier shall also not be liable if unable to provide goods and services due to events beyond their control, including but not limited to natural disasters, government actions, strikes, protests, wars, or other similar events, as well as fires, explosions, power outages, equipment malfunctions, or work stoppages, including factory closures during times of protests, preventing the supplier from sourcing necessary items or labor. The customer agrees not to hold the supplier responsible for any damage resulting from such events.

15. In the event of any legal disputes related to the website arising after the completion of the project, the supplier will not be held liable under any circumstances.

16. These terms and conditions shall be governed by and construed in accordance with the law in force for the time being in Thailand, and the parties submit to the exclusive jurisdiction of the said country.

17. The supplier may incur expenses in using debt collection agencies if the customer delays payment for more than 7 days. The customer shall be responsible for these expenses instead of the supplier, and the client agrees to promptly pay these expenses when invoiced by the supplier.

18. The client agrees not to terminate any contract with the supplier before the stipulated period. In the event of termination, the customer agrees to relinquish all deducted or paid funds to the supplier immediately, without prior notice, and acknowledges that refunds are not permissible (except as specified above).

19. If the client contracts the supplier for monthly services for a period of at least 3 months, the client commits not to cancel the contract before its completion. In case of a breach of this commitment, the client agrees to pay damages equal to the remaining amount for each month as stipulated in the contract to the supplier immediately. If the customer fails to pay this debt, the customer consents to the supplier filing a lawsuit in court without prior notice.

20. If the client breaches any provision of this contract, it will be deemed a breach of contract. The client agrees that the supplier has the right to terminate the contract and claim all incurred damages against the client immediately, without prior notice