Support Maintenance Terms & Conditions

V1 - 8th September 2025

Summary

ARTICLE 1. Definitions

1.1 In this Agreement, unless the context otherwise requires:

“Agreement”	shall refer to this document, including all Appendices and the Maintenance and Support Agreement incorporated herein, and shall not include any other agreement that the Parties have entered previously or may enter in the future;
“Approval Process”	has the meaning given to the Project Framework;
“Authorised Party”	shall mean any employee, officer, agent or professional adviser (including any professional legal adviser, auditor and/or banker) of either party who is authorised by such party to have access to any Confidential Information;
“Client Representative”	has the meaning given in the article 5;
“Confidential Information”	means any non–public information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, as describe in the article 11;
“Deliverables”	means any work product, output, or materials that the Assigned Staff is required to produce and deliver under this Agreement, in accordance with the specifications, timelines, and quality standards set forth herein;
“Disclosing Party”	has the meaning given to the article 11;
“Force Majeure”	has the meaning given in the article 10;
“Maintenance and Support Agreement”	mean the document, executed by the Parties and incorporated by reference into this Agreement, that sets forth in precise detail the Scope of Services, Additional Services, Service Levels, Change Control Procedures, Deliverables, Timelines, Pricing, and all other business-oriented or operational terms governing the performance of the Mission. The Maintenance and Support Agreement shall form an integral part of this Agreement and shall be subject to all its terms and conditions;
“Preexisting Materials”	has the meaning given to the article 13.
“Project Framework”	has the meaning given to the Project Framework;
“Receiving Party”	has the meaning given to the article 11;
“Scope of services”	has he meaning given to the Project Framework;
“Service Provider Tools”	has the meaning given in the article 7;
“Staff”	means any employee of the Provider who is assigned, seconded, or detailed to the Client under this Agreement for the sole purpose of performing the Services hereafter;
“Staff Replacement”	has the meaning given in the article 7.4;

1.2 The headings and sub–headings of this Agreement are inserted for convenience only and shall not affect in any way the construction or interpretation of this Agreement.

1.3 The Appendices hereto shall form part of this Agreement as if expressly set out in the body hereof.

1.4 Words in the singular shall include the plural, and vice versa.

1.5 A reference to a person shall include a reference to a firm, a body corporate, an unincorporated association or to a person’s executors or administrators.

1.6 A reference to a clause, paragraph, Attachment (other than to an Attachment to a statutory provision) shall be a reference to a clause, paragraph, Attachment (as the case may be) of or to this Agreement unless otherwise specified.

ARTICLE 2. Scope of Services, Additional Services and Project Changes

2.1 The Client agrees to hire the Service Provider, and the Service Provider agrees to be hired by the Client for the performance of a specific maintenance and support mission under the terms and conditions defined in this Agreement.

2.2 The specific services, deliverables, timelines, and fees shall be set forth in Project Framework, each of which shall be governed by the terms of this Agreement.

2.3 Any services beyond the Scope of Service or modifications to previously approved work requested by the Client shall require a separate written agreement specifying the applicable fees, along with an additional Appendix / Addendum to the Maintenance and Support Agreement or Change of Scope of Service. The Service Provider shall have no obligation to perform such additional work until both parties have reviewed, agreed upon, and formally executed the separate agreement.

Article 3. Service Fees and Payment Terms

3.1 Service Fees

The Client shall pay the Service Provider the fees for the maintenance and support mission as specified in Framework agreement, which is attached to this Agreement and incorporated herein by reference.

3.2 Invoicing and Payment

(a) The Service Provider shall issue invoices in accordance with the payment schedule set forth in the Appendix or Maintenance and Support Agreement.

(b) The Client shall make payments within 30 days from the date of invoice issuance via bank transfer to the account details provided by the Service Provider.

(c) Any late payments shall be subject to interest at a rate of 5% per month calculated on pro rata basis, or the maximum rate permitted by applicable law, whichever is lower.

3.3 Overtime and Additional Charges

The Client shall provide a breakdown of overtime and additional charges at the end of each billing cycle.

3.4 Final Payment and Settlement

Upon termination or expiration of this Agreement, the Client shall settle all outstanding fees within 15 days.

Article 4. Term and Termination

4.1 Term

This agreement shall begin when both Parties sign and shall continue until all Services are complete and delivered, or until the Agreement is Terminated.

Any renewal or extension of the initial term must be agreed upon in writing by both Parties and shall be governed by the terms set forth in the Project Framework.

4.2 Termination for breach

(a) The Service Provider may terminate this Agreement immediately upon written notice to the Client if:

(.) The Client causes unreasonable delays obstructing the Service Provider’s ability to perform its obligations, and does not remedy such issue within 10 days of receiving written notice.

(.) The Client fails to comply with any material obligation of the Agreement, including but not limited to providing necessary project information, cooperation, or approvals, and does not remedy such breach within 10 days of receiving written notice;

(.) The Client causes unreasonable delays obstructing the Service Provider’s ability to perform its obligations, and does not remedy such issue within 10 days of receiving written notice.

(b) The Client may terminate this Agreement immediately upon written notice if the Service Provider materially breaches its obligations and fails to remedy such breach within 20 days of receiving written notice.

4.3 Termination for Insolvency

Either Party may terminate this Agreement immediately upon written notice if the other Party:

(a) becomes insolvent or unable to pay its debts when due;

(b) files for or is subject to bankruptcy, receivership, or similar proceedings;

4.4 Effect of Termination

Upon termination, the Service Provider shall:

(a) The Service Provider shall cease all work;

(b) The Service Provider shall deliver to the client all work completed up to the date of termination;

(c) The Service provider shall be entitled to payment for all services rendered and deliverables completed prior to termination;

(d) All amounts already paid by the Client shall be non-refundable, except for the
termination for breach of the Service Provider. The Service Provider shall refund any fees paid for services that were not performed or deliverables not provided, as of the date of termination.

(e) The Client shall remain liable for any outstanding invoices and any additional reasonable costs or damage incurred by the Service provider due to Client’s breach;

(f) The Client shall immediately cease using any deliverables provided by the Service Provider.

Article 5. Client Representative

To avoid miscommunication, the Client shall appoint a sole representative with full authority to provide or maintain any necessary information and approvals required by the Client (the “Client Representative”). The Client shall notify the Service Provider in writing of any change to the Client Representative, and all approvals given by the Client Representative shall remain binding on the Client until such notice is received and acknowledged by the Service Provider.

Article 6. Client Obligations

6.1 The Client warrants that all assets, concepts, materials, specifications, information, and instructions provided by the Client or its agents are accurate, complete and may be exploited pursuant to this Agreement and any applicable Maintenance and Support Proposal, including on the Internet, without violating any laws or infringing upon the rights of any third parties.

6.2 The Client shall provide a safe and secure work environment for the deployed personnel, in accordance with applicable workplace safety laws and regulations.

6.3 The Client shall inform the deployed personnel of any workplace policies, confidentiality requirements, and operational guidelines applicable to their work.

6.4 The Client shall provide reasonable and timely cooperation to facilitate the Staff’s mission, integration, communication, and collaboration as required under this Agreement. The Client shall also take all necessary steps to promote a productive working environment, including providing access to relevant information, systems, and stakeholders, in order to enable the Staff to perform their duties efficiently and deliver high–quality results.

6.5 The Client expressly undertakes to provide the Service Provider with all reasonable information, documents, and assistance, to the extent commonly agreed as necessary by the Service Provider and the Client, for the performance of the Service Provider’s obligations.

6.6 The Client shall bear the costs of all services other than the Services that it would like to spend upon its own initiative for his project.

Article 7. Service Provider Obligations

7.1 The Service Provider represents and warranties to Client that:

(a) the Service Provider will use commercially reasonable efforts to provide the Services identified in the Agreement in a professional and workmanlike manner.

(b) The Service Provider shall secure all necessary rights, title, and interest in and to the Final Deliverables created specifically for the client under this agreement, excluding any pre–existing tools, software, or proprietary components (“Service Provider Tools”) used in the creation of the Deliverables, which shall remain the exclusive property of the Service Provider.

7.2 The Service Provider shall ensure full compliance with all applicable laws, regulations, and labor standards related to the deployment of personnel, including but not limited to employment laws, taxation, and statutory benefits.

7.3 The Service Provider shall provide personnel who meet the qualifications and experience requirements set forth in the signed Maintenance and Support Agreement.

7.4 The Service Provider shall be solely responsible for the payment of salaries, benefits, and any statutory obligations related to the deployed personnel.

Article 8. Liabilities

8.1 Each Party shall be liable for damages arising from its own breach of this Agreement or negligence.

8.2 The Service Provider shall indemnify and hold harmless the Client from any third–party claims resulting from:

(a) failure to comply with applicable employment laws;

(b) infringement of third-party intellectual property rights;

Article 9. Limitation of Liabilities

9.1 Principle

To the fullest extent permitted by applicable law, neither Party shall be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of business, loss of goodwill, loss of anticipated savings, or loss of data, arising out of or related to this Agreement, regardless of the form of action, whether in contract, tort (including negligence), or otherwise. A Party shall not be liable for any delay or failure in performance resulting from the other’s acts or omissions, or from the acts or omissions of third parties beyond the Party’s reasonable control.

9.2 To the fullest extent permitted by applicable law, the total cumulative liability of the Service Provider for all claims arising out of or related to this Agreement shall not exceed the total amount actually paid by the Client to the Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

9.3 Exceptions to Limitation of Liability

The limitations and exclusions set forth in this section shall not apply to:

(a) Breach of confidentiality obligations under this Agreement.

(b) Liability for death or personal injury caused by negligence.

Article 10. Force Majeure

10.1 Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) if such failure or delay is due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, labor strikes, power outages, cyberattacks, governmental actions, or changes in laws or regulations (“Force Majeure Event”).

10.2 The affected Party must:

(a) Promptly notify the other Party in writing of the occurrence of the Force Majeure Event;

(b) Use commercially reasonable efforts to mitigate the impact of the Force Majeure Event and resume performance as soon as reasonably possible.

10.3 If a Force Majeure Event continues for a period of thirty (30) consecutive days or more, either Party may terminate this Agreement without liability by providing written notice to the other Party.

10.4 Force Majeure shall not excuse a Party’s failure to make payments that are due and payable for work already performed prior to the Force Majeure Event.

Article 11. Confidentiality and Non-Sollicitation

11.1 Each Party (as “Receiving Party”) agrees that all business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) constitutes the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. The terms and conditions of this Agreement are deemed Confidential Information.

Except as expressly authorized herein, the Receiving Party will:

(a) hold in confidence and not disclose any Confidential Information to third parties and

(b) use Confidential Information only for the purpose of performing its obligations and exercising its rights under this Agreement.

11.2 The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this article 11 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this article 11.

11.3 The Receiving Party’s confidentiality obligations will not apply to information that the Receiving Party can document:

(a) was rightfully in its possession or known to it prior to receipt of the Confidential Information;

(b) is or has become public knowledge through no fault of the Receiving Party;

(c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or

(d) is independently developed by employees of the Receiving Party who had no access to such information.

11.4 The Receiving Party may make disclosures to the extent required by Laws or Court order, provided that the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment.

11.5 Upon the written request of the relevant Party and after the termination of this Agreement, each Party will, to the extent reasonably practicable:

(a) return to the other Party all documents containing Information provided (or otherwise made available) to it by or on behalf of the relevant Party

(b) destroy all analyses, memoranda or other documents derived from the Information provided (or otherwise made available) to it or to its Authorized Recipients by or on behalf of the other Party;

(c) to the extent reasonably practicable, expunge all Information provided (or otherwise made available) to it or to its Authorized Recipients by or on behalf of the Party from any computer, word processor or other device containing such Information; and

(d) Authorized Recipient will not be authorized to use any of the confidential information provided during discussion or to replication any such application for a period of 3 years; and

(e) The Parties understand and agree that they shall be in compliance with the Personal Data Protection Act fully applicable in Thailand from 28th of May 2020.

The Receiving Party may retain copies as required by law or for archival purposes, subject to ongoing confidentiality obligations.

11.6 Neither Party shall solicit the other’s employees, independent contractors, or consultants or engage them in any work independent of the Parties’ relationship under this Agreement during the term of the Agreement and for two (2) years thereafter.

11.7 The provisions of this article 11 shall survive the termination of this Agreement, however arising.

Article 12. Independent Contractor

The Service Provider will perform the services as an independent contractor. Nothing in this Agreement creates an employer–employee, agency, or any other type of relationship between the Service Provider and the Client. The Service Provider must not act or present itself as an agent or employee of the Client, or claim to have authority to represent or bind the Client in any way, unless the Client gives prior written consent.

Article 13. Intellectual Property Rights, Ownership, And Usage

13.1 Ownership of Deliverables

All intellectual property rights, including but not limited to reports, documentation, software, data, and other materials created, developed, or delivered by the Service Provider as part of the Services under this Agreement (the “Deliverables”) shall be owned by the Client, provided that the Client has fully paid all applicable fees as set forth in Clause 3 (Service Fees and Payment Terms).

13.2 Pre–Existing Materials

Any intellectual property, methodologies, tools, templates, or proprietary materials developed or owned by the Service Provider prior to or outside the scope of this Agreement (“Pre–Existing Materials”) shall remain the exclusive property of the Service Provider. To the extent that any Pre–Existing Materials are incorporated into the Deliverables, the Service Provider grants the Client a non–exclusive, perpetual, worldwide, and royalty–free license to use, modify, and distribute such materials solely for the Client’s internal business purposes and not for resale, sublicensing, or integration into a commercial product or service.

13.3 Third–Party Materials

If the Deliverables incorporate third–party software, content, or intellectual property, the Client’s rights shall be subject to the terms of the applicable third–party licenses. The Service Provider shall inform the Client in advance if such third–party materials are required and shall obtain the necessary permissions where applicable.

13.4 Usage Restrictions

The Client shall not sublicense, resell, or commercially exploit the Deliverables without the prior written consent of the Service Provider, except where expressly permitted under this Agreement.

13.5 Retention of Work Records

The Service Provider may retain copies of its work for internal record-keeping, quality assurance, and compliance purposes, provided that such records do not include the Client’s confidential or proprietary information.

13.6 Survival of Rights

The intellectual property rights provisions in this Clause shall survive the termination or expiration of this Agreement. The Service Provider retains all rights in its methodologies, tools, and know–how developed during the project, regardless of the Agreement’s termination.

Article 14. Data Protection

14.1 The processing of personal data and the free flow of data in the context of the performance of the scope of services by the Service Provider is governed by the Thailand’s Personal Data Protection Act BE 2562 (PDPA). The Service Provider shall not be held responsible for any non–compliance due to the Client’s actions or failure to provide adequate instructions related to the processing of Personal Data.

14.2 The Service Provider will at all times comply with the provisions of the PDPA and applicable data protection law. If the Service Provider processes any Personal Data on the Client behalf when performing its obligations under this Agreement, the Client and the Service Provider both agree that it is intended that the Service Provider shall be the data controller and the Client shall be the data processor in relation to that data.

14.3 The Service Provider will provide the Client with reasonable co-operation and assistance in relation to any complaint or request made in respect of any Personal Data processed by the Service Provider on the Client behalf, including by providing the Service Provider with details of the complaint or request, complying with any data subject access, rectification, objection, restriction, consent withdrawal or deletion requests (within the relevant timescales set out in applicable data protection legislation) and providing the Service Provider with any Personal Data the Client hold in relation to a person making a complaint or request. However, the Service Provider shall not be liable for any consequences arising from Client’s failure to provide necessary instructions or information.

Article 15. Assignment

The Parties shall not assign, transfer nor delegate its obligations covered by this Agreement to any other person, company or organization without the written consent of the other Party.

Article 16. Severability

If any provision of this Agreement shall be or becomes entirely or partially invalid or unenforceable for any reason whatsoever, or shall violate any applicable laws, the remainder of this Agreement shall be valid and binding as if such provision has been deleted and a suitable provision which, as far as is legally possible, comes nearest to what the Parties would have desired according to the sense and purpose of this Agreement, had they considered the point when concluding this Agreement, shall be substituted in its place.

Article 17. Entire Agreement

This Agreement, including any exhibits or attachments hereto, constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, and agreements, whether oral or written.

Article 18. Amendment and Waiver

18.1 Written Modifications: Any modification, amendment, or waiver of a provision in this Agreement shall be valid only if it is in writing and signed by the party against whom the modification, amendment, or waiver is to be enforced.

18.2 Strict Exercise Requirement: The failure to insist on strict and timely enforcement of any provision by a party shall not constitute a waiver of that provision. No waiver by either party of a breach or default under any provision shall be deemed a waiver of any subsequent breach or default, whether of a similar nature or otherwise.

Article 19. Notice

19.1 Any notice, request, or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when:

(a) Delivered by hand at the address specified below;

(b) Sent by email, with delivery confirmation.

19.2 The contact details of the Parties for the purpose of giving notices are as follows:

Service Provider:
Address: 446/40 Park Avenue Building, 4th Floor, Room A and B, Soi Pridi Banomyong
20/1, Sukhumvit Road 71, Phra Khanong Nuea Subdistrict, Watthana District, Bangkok
10110
Email: support@digithaigroup.com

19.3 Either Party may change its notice details by giving written notice to the other Party, in accordance with this clause.

Article 20. Governing Law and Jurisdiction

This Agreement shall be interpreted and construed in accordance with the laws of Thailand.

20.1 Mediation

In the event of any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, the Parties agree to attempt to resolve the dispute through mediation in Thailand. The mediation shall take place within 60 (Sixty) calendar days from the date the dispute is notified in writing by one Party to the other Party.

20.2 Escalation to Litigation

If the dispute has not been resolved within the 60-day mediation period, the dispute may be escalated to litigation. The Parties agree that any unresolved dispute shall be submitted exclusively to the courts of Thailand. The Thai courts shall have exclusive jurisdiction to hear and resolve such disputes.

20.3 Language

The language of the mediation shall be English.

End of Contents

Support Maintenance Terms & Conditions

V1 - 8th September 2025

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Summary

ARTICLE 1. Definitions

1.1 In this Agreement, unless the context otherwise requires:

“Agreement”	shall refer to this document, including all Appendices and the Maintenance and Support Agreement incorporated herein, and shall not include any other agreement that the Parties have entered previously or may enter in the future;
“Approval Process”	has the meaning given to the Project Framework;
“Authorised Party”	shall mean any employee, officer, agent or professional adviser (including any professional legal adviser, auditor and/or banker) of either party who is authorised by such party to have access to any Confidential Information;
“Client Representative”	has the meaning given in the article 5;
“Confidential Information”	means any non–public information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, as describe in the article 11;
“Deliverables”	means any work product, output, or materials that the Assigned Staff is required to produce and deliver under this Agreement, in accordance with the specifications, timelines, and quality standards set forth herein;
“Disclosing Party”	has the meaning given to the article 11;
“Force Majeure”	has the meaning given in the article 10;
“Maintenance and Support Agreement”	mean the document, executed by the Parties and incorporated by reference into this Agreement, that sets forth in precise detail the Scope of Services, Additional Services, Service Levels, Change Control Procedures, Deliverables, Timelines, Pricing, and all other business-oriented or operational terms governing the performance of the Mission. The Maintenance and Support Agreement shall form an integral part of this Agreement and shall be subject to all its terms and conditions;
“Preexisting Materials”	has the meaning given to the article 13.
“Project Framework”	has the meaning given to the Project Framework;
“Receiving Party”	has the meaning given to the article 11;
“Scope of services”	has he meaning given to the Project Framework;
“Service Provider Tools”	has the meaning given in the article 7;
“Staff”	means any employee of the Provider who is assigned, seconded, or detailed to the Client under this Agreement for the sole purpose of performing the Services hereafter;
“Staff Replacement”	has the meaning given in the article 7.4;