Partner Program Terms

These Partner Program Terms (the "Terms") are a contract between Siam Luxury Adventure Co., Ltd. (Thai: บริษัท สยาม ลัคชูรี่ แอดเวนเจอร์ จำกัด), a limited company registered in Thailand under the Civil and Commercial Code on 6 July 2023 (B.E. 2566) with the Phuket Provincial Business Registration Office, Department of Business Development, Ministry of Commerce, juristic person registration number 0835566027493, whose registered office is at 88/384 Moo 2, Ko Kaeo Sub-district, Mueang Phuket District, Phuket Province, Thailand (the "Company"), and each business (the "Partner") that offers its Services to Guests through the Company's partner program (the "Program"). The Company's other documents call a Partner a "Supplier".

The Partner accepts these Terms when it first does any of the following:

1. (a)ticks the box agreeing to the partner terms and creates a Partner Account at siam-luxury.com/partner/register;
2. (b)sends a Card for review or uses the Partner API;
3. (c)accepts these Terms in writing, including by email or messenger; or
4. (d)after receiving a link to these Terms, confirms a Booking Request or serves a Guest the Company introduced.

The sign-up box sums up the main commercial term: the Company receives 10% of the price for every booking that came from it, after the Guest has paid. Section 11 explains how it works.

The person who accepts for the Partner confirms that he or she is at least 20 years old and authorised to bind the Partner; without that authority, the person is bound personally. Acceptance has the effect of a signed written contract, as the Electronic Transactions Act B.E. 2544 (2001) allows, and the Company keeps a record of it.

These Terms apply together with the Terms of Use and the Privacy Policy. Guests book under the User Agreement and the Cancellation and Refund Policy, whose provisions on Suppliers the Partner honours. A Partner that brings Guests with a Referral Code is also bound by the Affiliate Program Terms.

A separate written agreement signed by both parties prevails over these Terms where they conflict. For the details of a Booking, what the Partner confirmed for it and the Booking Confirmation prevail.

In these Terms:

1. (a)"Booking Value" means the total price the Guest pays for a Booking or another Introduced Booking, including extensions, upgrades and extra Services bought from the Partner for the same stay, rental or trip, but excluding the Security Deposit, refunds, and charges for damage, fines, fuel and other costs passed on at cost;
2. (b)"Business Day" means a day other than a Saturday, a Sunday or a public holiday in Thailand;
3. (c)"Card" means a listing of a Service that the Partner prepares in the Partner Account or through the Partner API, including the version published on the Website;
4. (d)"Commission" means the fee the Partner pays the Company under the Commission Model; the "Commission Model" and the "Net Price Model" are described in section 11;
5. (e)"Introduced Guest" means a Guest whom the Company introduced to the Partner in any way, including through the Website, its managers, messengers, advertising, an Affiliate or a Referral Code, and "Introduced Booking" means any booking of the Partner's Services by or for an Introduced Guest or a member of their party during the Protected Period, whether made through the Company or directly with the Partner;
6. (f)"Net Price" means the amount the Partner agrees to receive for a Service under the Net Price Model;
7. (g)"Partner Account" means the Partner's account in the partner cabinet on the Website, "Partner API" means the programming interface at /api/partner/v1 described at siam-luxury.com/partner/api, and "API Key" means a key to that interface;
8. (h)"Partner Content" means all texts, prices, photos, videos, names, logos and other material the Partner gives the Company; and
9. (i)"Protected Period" means the time from the Company's first contact with a Guest about the Partner's Service until 12 months after the later of that contact and the end of the last Service the Company arranged for that Guest with the Partner.

Other capitalised words, such as "Guest", "Booking Confirmation" and "Security Deposit", have the meanings given in the Terms of Use, the User Agreement and the Affiliate Program Terms. "Including" and "for example" do not limit the words before them.

For the Partner's Services the Company acts only as intermediary and booking agent. The contract for each Service is made between the Guest and the Partner, and the Partner alone provides the Service and is responsible for it.

The Partner appoints the Company as its non-exclusive agent to:

1. (a)market and offer the Partner's Services on the Website and through the channels in clause 6.5;
2. (b)receive Booking Requests, check availability with the Partner and quote prices;
3. (c)issue Booking Confirmations on the Partner's behalf for dates the Partner has confirmed as available, at the prices and conditions of its Card or those the Partner has confirmed;
4. (d)receive payments from Guests on the Partner's behalf and pass them on as section 12 provides; and
5. (e)receive Guests' notices of cancellation or change and handle refunds under the Card, the Booking Confirmation and the Cancellation and Refund Policy.

A Booking Confirmation issued within that authority binds the Partner as if the Partner had issued it, and a Guest's payment to the Company for a Booking counts as payment to the Partner. The Booking Confirmation names the Partner as the provider, and the Company may give the Guest the Partner's name and the contacts the Service needs.

The Company may at the same time act for Guests and other Suppliers, run its own fleet and Services, and receive fees from Guests and other Suppliers. The Partner agrees to this: it is not a breach of the Company's duties as agent or broker under the Civil and Commercial Code and does not affect its right to remuneration.

The Company does not promise any number of Bookings or any income. The Program is not exclusive: the Partner may sell through other channels, and the Company may list competing Services. These Terms create no partnership, joint venture or employment, and the Partner may not act or make promises in the Company's name.

The Partner opens the Partner Account with an email address and a password, gives true and current details (company name, contact person, phone, messengers, website and categories) and keeps them up to date. To change the account email, it writes to info@siam-luxury.com.

One business holds one Partner Account unless the Company agrees otherwise. Before publishing Cards or making payments, the Company may ask for the Partner's company registration certificate, the licences in section 8, an identity document of the person acting for it and proof of its bank account, and may refuse an account or a Card without them.

The Partner keeps its password and API Keys secret and is responsible for every action taken with them, including by its staff and by any service provider, such as a channel manager, to which it gives a key. If a password or key may have been lost or misused, the Partner tells the Company at once and replaces the key.

An API Key is shown once, when it is created; a new key replaces the old one, and the Partner can revoke a key in its profile. The Partner uses the Partner API as its documentation describes and within its limits, currently 120 requests a minute and 200 photos an hour per key.

The Partner must not test or break the security of the Website, access other Partners' data, work around the limits, scrape the Website or upload harmful code. The Company may change the cabinet and the Partner API, with reasonable notice where the Partner must adapt its systems, and may suspend a key or a session at once to protect the Website or its users, telling the Partner why. It announces planned interruptions of the cabinet or the Partner API in advance where it can.

The Partner prepares a Card for each Service with the information and the number of photos the cabinet asks for, including the "Included" and "Paid separately" lists, the requirements for Guests and the Security Deposit. One language is enough; the Company may add the others.

Every Card must:

1. (a)describe a real Service the Partner can provide, with photos of the actual vehicle, boat, aircraft, property or activity in its current condition;
2. (b)state correctly the year, capacity, specifications, inclusions and conditions, and every extra charge or requirement for the Guest;
3. (c)contain no contact details, links, QR codes or references to other booking channels;
4. (d)contain nothing false, misleading, offensive or discriminatory, nothing that infringes another person's rights, and no identifiable people without their consent; and
5. (e)comply with the law, including the advertising rules of the Consumer Protection Act B.E. 2522 (1979).

The Company's team reviews every Card before it appears on the Website, and approves it, or asks for changes or declines it with a note giving its reasons. Decisions are taken by people, who may use software to help them. Publication does not mean that the Company confirms the Service is lawful, safe or as described.

An edited Card is reviewed again, and until then the Website keeps showing the approved version. The Partner can take a Card off the Website at any time and must do so, or tell the Company, once the Service is no longer available. This does not cancel confirmed Bookings, which the Partner must still honour.

The Company may decline, edit, hide, take off or delete a Card if it believes that the Card is inaccurate, unverifiable, a duplicate or unlawful, that the Service is unsafe or unavailable, that complaints about it are justified, or that the Partner is in breach. It tells the Partner the reason and, where possible, how to fix it. It may also limit the number of Cards per Partner Account.

The Partner must not list a Service that is unlawful in Thailand or that it is not licensed to provide, such as a short-term letting that the law or the building's rules prohibit. Anyone may report a Card they believe to be unlawful by writing to info@siam-luxury.com with their name and contacts, the link to the Card, the reasons, and a signed or electronically signed statement that the report is true. The Company may hide the Card while it checks, hears the Partner before deciding, and may report unlawful activity to the authorities.

The Company decides how Cards are ordered and shown. In the default "Most popular" order of each section of the Website:

1. (a)the Company's own Services, such as the cars of its own fleet, come first;
2. (b)Cards the team selects by hand come next, for example to show variety of colour, type or season;
3. (c)the other Cards follow in steps by price, each step opening with a Card from the top price range, followed by Cards from the middle and budget ranges; and
4. (d)two Cards of the same model or type are not placed side by side where another Card can take the place.

These parameters let Guests quickly see the Services the Company manages itself, a wide choice and the full range of prices. Guests can also sort by price and filter. The home page shows Cards marked as featured or, where none is marked, the highest priced Card of a section.

Where several Partners offer the same vehicle, boat, property or model, the Company normally shows one Card: the one with the lowest final price for the Guest for the same Service and season. The others stay hidden as alternatives, so a Partner's price or Net Price can affect whether its Card is shown.

The Company does not currently sell placement on the Website or publish Guest reviews. Before it does either, it will mark paid placements as such and publish its rules for collecting, checking and showing reviews.

The Company may also promote the Partner's Services in offers and messages to Guests, through its managers, in search and social media advertising, on its pages on Instagram, Facebook, LinkedIn and other networks, in WhatsApp, Telegram and LINE, through Affiliates and through QR cards placed with other Partners. Before a Booking, it may offer the Guest its own Services or other Suppliers' Services, such as transfers.

The Partner is responsible for the accuracy of its Cards and of everything it tells the Company and Guests, also after the Company has edited or translated a Card, except for errors the Company introduced. It checks its published Cards and tells the Company at once of errors and of any change that affects a Card or a Booking, such as a sale, damage, a change of boat or crew, works at a property or a change in its licences.

Each time it accepts these Terms, sends a Card for review or confirms a Booking, the Partner warrants that:

1. (a)it is lawfully established and entitled to do its business in Thailand, including under the Foreign Business Act B.E. 2542 (1999), and its foreign staff hold the work permits the law requires;
2. (b)it owns the assets used for its Services or is authorised by their owner to offer them;
3. (c)it holds and keeps valid every licence, permit, registration and insurance its Services need (section 8);
4. (d)its Services, assets and staff meet section 13 and every applicable law;
5. (e)its Cards and information are true, complete and not misleading, and it holds the rights in the Partner Content that section 9 requires;
6. (f)it complies with the tax, labour, immigration, consumer protection and personal data laws that apply to it; and
7. (g)it has not given and will not give any payment, gift or benefit to the Company's staff to obtain placement, Bookings or better terms.

If a warranty stops being true, the Partner tells the Company at once and stops offering the Service concerned until the matter is put right.

The Partner obtains and keeps, at its own cost, everything the law requires for its Services, in particular:

1. (a)for cars and motorbikes: registration and tax with the Department of Land Transport in the category required for vehicles let for hire or rent, compulsory insurance under the Road Accident Victims Protection Act B.E. 2535 (1992), roadworthy condition and helmets for motorbikes;
2. (b)for boats and yachts: registration, a valid inspection certificate and a licence to carry passengers for hire from the Marine Department, licensed masters and crew, the required safety equipment and, where required, passenger insurance;
3. (c)for villas and condos let for less than a month: a hotel licence under the Hotel Act B.E. 2547 (2004) or, where its regulations allow, a notification as accommodation that is not a hotel; the owner's consent and compliance with the rules of the condominium or estate; and the notification of foreign Guests (form TM30) under section 38 of the Immigration Act B.E. 2522 (1979);
4. (d)for flights: an air operator certificate and permits from the Civil Aviation Authority of Thailand, and licensed pilots;
5. (e)for tours and activities: a tourism business licence and licensed guides under the Tourism Business and Guide Act B.E. 2551 (2008);
6. (f)for property sale listings: the owner's written authority to market the property, true information about its title, and no offer that would breach the rules on foreign ownership in the Land Code B.E. 2497 (1954) or the Condominium Act B.E. 2522 (1979); and
7. (g)for other services: every licence, permit or qualification the activity requires, for example for the carriage of passengers, food, massage or childcare.

The Partner keeps the insurance the law requires and the insurance a careful operator of its kind would keep, including cover for injury to Guests and damage to their property. Each Card states truthfully what insurance covers the Guest and any excess (deductible) the Guest bears.

On request, the Partner sends copies of its licences, registrations and insurance policies within five Business Days. The Company may rely on them without checking them, and a check moves no responsibility to the Company. If a licence, registration or policy expires, is suspended or is refused, the Partner tells the Company at once and takes the Cards concerned off the Website.

The Partner keeps ownership of the Partner Content. From the moment it supplies it, the Partner grants the Company a non-exclusive, royalty-free, worldwide licence to use, reproduce, adapt, translate, publish and communicate the Partner Content to the public in any media, to offer the Partner's Services and to promote the Company and the Website. The Company may sublicense these rights for the same purposes to its service providers, to advertising and social media platforms and to Affiliates, and may use the Partner's trade name and logo to identify it as the provider of its Services.

The Company may edit the Partner Content for accuracy, clarity, style and the format of the Website. In particular, it may translate texts, including with the help of software; shorten or rewrite descriptions; choose, order, crop, resize and compress photos and convert their format; and cover watermarks and logos in the corners of a photo with a plate carrying the Company's logo. It does not cover names or logos that are part of the scene, such as the name on a boat.

The Partner confirms that the authors and owners of the Partner Content have agreed to these uses and edits, including adaptation and the covering of watermarks and other rights management information, and will not assert their moral rights under the Copyright Act B.E. 2537 (1994) against the Company for them. If a watermark must stay, the Partner says so before the photo is published.

The licence lasts while the Card is listed and for 30 days after it is taken off the Website, including when these Terms end, so that the Company can remove the Partner Content from advertising and social media posts. After that, the Company may keep copies in messages already sent to Guests, in Booking records, archives and backups, and where it needs them for a claim or a legal duty.

If a third party claims that Partner Content infringes its rights, the Company may remove that content at once. The Partner deals with the claim at its own cost and protects the Company as section 17 provides.

Prices on a Card are the final prices the Guest pays for the Service as described, including value added tax and every other tax, service charge and mandatory fee. A charge that cannot be included, such as a national park fee per person, must be listed with its amount under "Paid separately".

Prices are stated in Thai baht, or in another currency the cabinet offers for the Card. The Website may show approximate conversions into other currencies; the price in the Booking Confirmation governs.

Under the Commission Model the price on the Partner's Card is the price shown to Guests, and it must not be higher than the price the Partner charges the public for the same Service, dates and conditions through its own direct channels. The rule exists so that a Guest booking through the Company never pays more than the Partner's public price; the Partner remains free to sell through any other channel.

The Company checks prices before publishing a Card. It may correct an obvious error, round a price, or add value added tax, a service charge or another mandatory charge that the Partner's price leaves out, and tells the Partner. If a Card shows a wrong price through the Partner's error, the Partner honours Bookings confirmed at that price unless the error was obvious to the Guest. If the error was the Company's, the Company deals with the Guest under the User Agreement, and the Partner need not provide the Service below its own price.

Availability on the Website is not shown in real time. Before confirming a Booking, the Company asks the Partner to confirm availability, price and conditions for the dates. The Partner answers promptly and, where a Guest is waiting, within the time the Company's manager asks for; otherwise the Company may offer the Guest another Service. The Partner must not cancel or change a confirmed Booking because it has received a better offer, raised its prices or sold the dates elsewhere.

The Company is paid under one of two models. The Commission Model applies to every Partner unless the Company confirms the Net Price Model or another rate in writing. The model and rate that apply are recorded in the Partner Account and govern the Booking Requests received while they are in force.

Under the Commission Model, the Partner pays the Company a Commission of 10% (ten per cent) of the Booking Value of every Introduced Booking, unless the parties agree another rate in writing. An Introduced Booking is a "booking that came from us" in the words of the sign-up box.

The Commission becomes payable only after the Guest has paid for the Introduced Booking, to the Company or to the Partner, and on each part of the price as that part is paid. Nothing is payable on a Booking cancelled and fully refunded to the Guest. If a Guest cancels, changes or does not show up and the Partner keeps money, the Commission is payable on the amount kept. If the Partner cancels or fails to provide the Service, no Commission is payable, but section 14 applies.

Under the Net Price Model the Partner gives the Company a Net Price for each Service, and the Company sets the price the Guest pays. For each Introduced Booking the Partner receives the Net Price, and the difference between the Guest's price and the Net Price is the Company's remuneration, out of which the Company gives any discount.

Net Prices are confidential. The Partner must not disclose them to Guests or quote Guests any price other than the price in the Booking Confirmation. If a Guest pays the Partner directly under the Net Price Model, the Partner passes everything above the Net Price to the Company within seven days.

For a property sale listing, the Commission on a sale is the rate the parties agree in writing for that property, and the Company may decline to introduce a buyer until that rate is agreed. That Commission is payable as the buyer pays the price, in proportion to each payment, including on a sale made directly, within 12 months after the Company's last contact with the buyer about the property, with a buyer the Company introduced.

Listing Cards on the Website is free: the Company charges no sign-up, listing or monthly fee unless the Partner agrees in writing to a paid service. The Commission, or the difference under clause 11.4, is the Company's whole remuneration from the Partner for a Booking.

Where the Company collects a payment from a Guest for an Introduced Booking, it keeps the Commission, or under the Net Price Model its remuneration, and pays the balance to the Partner by the date agreed for that Booking or, if none is agreed, within seven days after the Service ends. It may first deduct any other amount the Partner owes it under these Terms.

Where the Partner collects a payment from a Guest for an Introduced Booking, it tells the Company the amount and date within two Business Days. The Company invoices the Commission for each Booking or once a month, and the Partner pays each invoice within seven days after its date.

The Partner pays only to the bank account named in the Company's invoice. A payment to any other person or account, including a member of the Company's staff, does not discharge the Partner unless the Company confirms receipt in writing.

The Commission excludes value added tax, which the Company adds to its invoice if it applies. Each party pays its own taxes. A Partner that must withhold tax from the Commission under the Revenue Code withholds only the amount the law requires and gives the Company the withholding tax certificate when it pays; without the certificate, the amount withheld counts as unpaid. Where the Company must withhold tax from a payment to the Partner, it gives the certificate, and the amount withheld counts as paid.

Amounts are paid in Thai baht unless agreed otherwise, and the Partner bears the charges for transfers to or from accounts abroad or in another currency and any exchange difference. On late payment the Partner owes interest at the default rate under section 224 of the Civil and Commercial Code and the Company's reasonable costs of collection, and the Company may suspend its Cards until it is paid.

The Company may set off any amount the Partner owes it, including Commission, refunds and reimbursements, against any amount it holds for or owes the Partner, including commission under the Affiliate Program Terms.

The Partner keeps records of Introduced Bookings and the payments received for them for at least five years, as the Accounting Act B.E. 2543 (2000) and the Revenue Code require, and shows them to the Company on reasonable request. If it does not do so within ten Business Days, the Company may calculate the Commission on the price in the Booking Confirmation or, for a booking made directly with the Partner, on the Partner's public price. The Partner raises any objection to an invoice in writing, with reasons, within 14 days after receiving it, and pays the undisputed part on time.

Once a Booking is confirmed, the Partner provides the Service exactly as the Card and the Booking Confirmation describe, at the agreed time and place, and charges nothing they do not state. It may replace the vehicle, boat, property or activity only with the consent of the Guest and the Company, and only with one of equal or better standard. It contacts the Guest only as the Service requires and tells the Company of any change agreed with the Guest.

The Partner provides its Services with care and skill and in compliance with the law. In particular, it:

1. (a)keeps vehicles, boats, aircraft, properties and equipment clean, safe, in good working order and serviced as the manufacturer and the law require;
2. (b)uses qualified, licensed and sober staff, captains, drivers, pilots and guides, and answers for them and its subcontractors as for itself;
3. (c)gives Guests a safety briefing and the equipment the Service requires, such as a life jacket for every person on a boat and helmets for motorbike riders and passengers;
4. (d)hands a vehicle over only to a driver who holds a valid licence for its class and meets the age requirement on the Card;
5. (e)cancels, stops or changes an activity when weather, sea conditions or a Guest's condition make it unsafe, and the captain's or pilot's decision on safety is final; and
6. (f)treats Guests with respect, without discrimination or harassment, and keeps no cameras in bedrooms, bathrooms or other private areas of a property.

At hand-over and return of a vehicle, boat or property, the Partner records its condition, fuel level and existing damage with dated photos or video and gives the Guest a copy on request. A damage claim against a Guest must be supported by that record and by repair invoices or quotes.

Where the Partner holds a Security Deposit, it returns it as the Card or the Booking Confirmation states, normally within 14 days after the Service ends, less only documented amounts for damage, fines, fuel, cleaning or late return that those documents allow. Where a cost such as a traffic fine is still being established, it may keep the part concerned until the cost is known, and tells the Guest why.

The Partner tells the Company within 24 hours, and at once in serious cases, of any accident, injury, death, theft, police involvement, serious complaint or claim involving an Introduced Guest, and cooperates with the Company and the authorities. For villas and condos, it files the TM30 notification for foreign Guests on time, and the Company may pass to it the passport details it receives from the Guest for that purpose and for the rental contract.

The Company is the Guest's first point of contact for an Introduced Booking. The Partner answers any complaint the Company forwards within 24 hours and tries to solve problems on the spot while the Service is under way.

If the Partner cannot provide a confirmed Service, or provides it in a way that differs materially from the Card or the Booking Confirmation, it must, at its own cost and with the Guest's agreement, provide an equivalent or better alternative, or refund the Guest in full for the part not provided. If the Company arranges an alternative with another Supplier, the Partner pays the reasonable difference in price and the Company's costs.

Cancellations, changes, no-shows and refunds follow the terms on the Card or in the Booking Confirmation. Where they set none, the default rules of the Cancellation and Refund Policy apply, and the Partner accepts them. If the Partner, or the captain or pilot, cancels for weather or safety, the Guest may choose another date or a full refund of what was paid for that Service, which the Partner provides.

Where the Partner holds the Guest's money and a refund is due, it pays the refund within the time the Company gives it, so that the Company can meet the timing of the Cancellation and Refund Policy. If the Company refunds the Guest from its own funds instead, or a Guest reverses a payment for a reason connected with the Partner's Service, the Partner reimburses the Company, with any related charges, on demand.

If a Guest's complaint is justified under the Card, the Booking Confirmation or the law, the Company may agree a refund or reasonable compensation with the Guest after giving the Partner at least 24 hours to respond, or less where the Guest needs an urgent solution. The Partner bears the amount to the extent the complaint arises from its Service.

The Company spends time and money to find Guests, and the Partner benefits from them. During the Protected Period the Partner must not, directly or through anyone else:

1. (a)invite or encourage an Introduced Guest to book outside the Company, including by giving its own contacts for future bookings, a business card, a QR code or a link;
2. (b)offer an Introduced Guest a lower price, a discount or another benefit for booking directly;
3. (c)accept a booking from an Introduced Guest outside the Company without telling the Company; or
4. (d)use an Introduced Guest's contact details for its own marketing.

If an Introduced Guest contacts the Partner directly during the Protected Period, the Partner tells the Company within two Business Days. The resulting booking is an Introduced Booking, and the Partner pays the Commission on it or, under the Net Price Model, 10% of the price the Guest pays.

If the Partner breaks clause 15.1 or clause 15.2, it pays the Company, for each booking concerned, the amount due under clause 15.2 (not in addition to it) as agreed minimum compensation for the breach, and the Company may also claim any further loss it proves.

These restrictions do not apply to a Guest who was the Partner's own customer before the Company first introduced that Guest, if the Partner shows this with its records within 14 days after the Company raises the matter. They cover only the Guests the Company introduced, for the Protected Period, and leave the Partner free to deal with everyone else.

For each Booking the Company gives the Partner the personal data of the Guest and the Guest's party that the Service needs, such as names, contacts, dates, the number of people, flight, driving licence or passport details. For that data the Partner is a separate data controller under the Personal Data Protection Act B.E. 2562 (2019) and complies with that Act.

The Partner uses Guest data only to provide the booked Service, to deal with claims about it and to meet its legal duties, such as the TM30 notification. It does not use Guest data for marketing or sell it, discloses it only to staff and service providers who need it and to authorities entitled to it, and transfers it abroad only as that Act allows.

The Partner protects Guest data with appropriate security measures and deletes it or makes it anonymous when it is no longer needed and any legal retention period has ended. It tells the Company of any loss, theft, unauthorised access or disclosure of that data without undue delay and within 24 hours after becoming aware of it, and helps the Company meet its duty to notify the Office of the Personal Data Protection Committee within 72 hours and to inform the Guests concerned.

If a Guest asks the Partner to exercise rights under that Act concerning a Booking made through the Company, the Partner tells the Company within three Business Days and cooperates in answering. Where the Partner processes personal data on the Company's behalf and instructions, it acts as the Company's data processor and also complies with section 40 of that Act.

The Company processes the personal data of the Partner's contact persons and staff as its Privacy Policy explains, and the Partner brings that policy to their attention. The Company has access to everything the Partner enters in the Partner Account or the Partner API, to its messages and to data about Cards and Bookings, such as views, requests and payments. It uses that data to run the Program, arrange Bookings, keep accounts, improve its services and meet legal duties, does not sell it, and shares it only with its service providers, with Guests where a Booking needs it and with authorities entitled to it.

For 30 days after its Partner Account is suspended or closed, the Partner may ask for a copy of the texts and photos of its Cards. The Company keeps account and Booking records for as long as the law requires and its Privacy Policy states.

The Partner is responsible to Guests and to the Company for its Services, assets, staff and subcontractors. The Company is not responsible for the Partner's Services or for any act or omission of the Partner or of a Guest, including a Guest's damage to the Partner's property, unpaid charges or failure to show up. The Partner's claim for such loss lies against the Guest, the Security Deposit and its insurance, and the Company gives it the information it holds about the Guest as far as the law allows.

The Partner indemnifies the Company, its directors, staff and agents against all claims, losses, damages, fines, penalties and costs, including reasonable lawyers' fees, arising from:

1. (a)the Partner's Services, including any death, injury, illness, loss or damage suffered by a Guest or anyone else;
2. (b)a breach of these Terms or of a warranty by the Partner, or inaccurate Cards or information it supplied;
3. (c)a claim that the Partner Content infringes another person's rights;
4. (d)the Partner's failure to hold a licence or insurance or to comply with the law, including the laws on tax, immigration, labour and personal data; and
5. (e)refunds, compensation and payment reversals that the Company pays or suffers because of the Partner's Services.

The Company tells the Partner about a claim covered by clause 17.2 within a reasonable time and may defend it itself or ask the Partner to defend it at the Partner's cost. Neither party settles such a claim in a way that binds the other without the other's consent, which may not be unreasonably withheld.

The Website, the cabinet and the Partner API are provided as they are and as available. To the extent Thai law permits, the Company is not liable to the Partner for loss of profit, revenue, Bookings, goodwill or data, for indirect or consequential loss, for interruptions or technical faults, or for acts of Affiliates, advertising platforms, messengers or payment providers. Its total liability for all claims arising from a Booking is limited to the Commission or remuneration it received for that Booking and, for other claims, to what it received from the Partner in the six months before the event giving rise to the claim.

Nothing in these Terms excludes or limits liability for fraud or gross negligence, which section 373 of the Civil and Commercial Code does not allow to be excluded in advance, for death or injury to body or health caused intentionally or by negligence, which section 8 of the Unfair Contract Terms Act B.E. 2540 (1997) does not allow to be excluded or restricted, or any other liability that Thai law does not allow to be limited. A limitation that a court finds unfair applies to the extent the court finds fair and reasonable.

The Partner may end these Terms at any time by writing to info@siam-luxury.com, or by taking all its Cards off the Website and asking the Company to close its Partner Account. The Company takes any remaining Cards off within three Business Days.

The Company may end these Terms for a Partner, or stop listing a category or a Card, for any reason by giving at least 30 days' written notice stating the reason. Shorter notice takes effect 30 days after it is given.

The Company may suspend a Partner Account, an API Key or any Card at once, by notice stating the reason, if it reasonably suspects:

1. (a)a breach of these Terms, fraud or a risk to the safety of Guests;
2. (b)that a licence, registration or insurance the Service needs is missing or invalid;
3. (c)serious or repeated justified complaints from Guests;
4. (d)that an amount has been overdue for more than 14 days;
5. (e)a security risk to the Partner Account, the Website or its users; or
6. (f)that the law or an order of an authority requires the suspension.

The Partner may answer a suspension through the complaint procedure in section 22. The Company lifts the suspension within a reasonable time once its reason has ended or proves unfounded.

The Company may end these Terms at once, without the notice in clause 18.2, by written notice stating the reason, where the law or an authority requires it, where the Partner repeats a breach after a warning, or where it commits a serious breach. Serious breaches are: fraud or false information; circumvention under section 15; failure to pay within 14 days after a reminder; providing a Service without a licence or insurance the law requires; an incident caused by gross negligence; unlawful use of Guest data; harassment of Guests or staff; and insolvency, bankruptcy or closure of the Partner's business.

When these Terms end, the Company takes the Partner's Cards off the Website. The Partner provides the Bookings confirmed before the end, unless the Company agrees otherwise or arranges an alternative at the Partner's cost, and all amounts due remain payable. Provisions that by their nature continue survive termination, including those on payment, records, non-circumvention, personal data, confidentiality, liability and indemnity, and law and courts.

The Company may change these Terms by publishing a new version on the Website and telling Partners, in the Partner Account and by email, at least 15 days before the change takes effect, and longer where the Partner must adapt its systems, such as for a change to the Partner API.

A change may take effect sooner where it is needed to comply with the law or an order of an authority, to solve a problem in the Program, or to protect the Website, Partners or Guests against fraud, malware, spam, data breaches or other security risks, or where it only benefits Partners or adds a new service.

A Partner that does not accept a change may end these Terms under clause 18.1 before the change takes effect, at no cost. If it continues to use the Program after that date, it accepts the change. A change does not apply to Bookings confirmed before it takes effect, unless the law requires it or it benefits the Partner, and a change to a Partner's model or rate governs only Booking Requests received after it takes effect.

Each party keeps confidential the other's non-public information received under these Terms, including Net Prices, Commission rates, Guest data and business information, and uses it only for the Program. This does not cover public information, disclosure the law or an authority requires, or disclosure to professional advisers bound by confidentiality.

Neither party is liable for a delay or failure caused by events beyond its reasonable control, such as storms, monsoon conditions, floods, epidemics, orders of authorities, closures of ports, airports or roads, war, unrest, or failures of power or networks. Such an event does not excuse an obligation to pay money that is due, or to refund a Guest for a Service not provided.

The Company sends notices to the email address of the Partner Account, by a notice in the cabinet or by messenger; the Partner sends notices to info@siam-luxury.com. An email counts as received on the Business Day after it is sent, unless the sender is told it was not delivered.

The Partner may not transfer its rights or obligations under these Terms without the Company's written consent. The Company may transfer them to a person that takes over all or part of its business, with notice to the Partner.

These Terms, the documents they refer to, any separate written agreement and the Booking Confirmations form the whole agreement on the Program. A provision that is invalid or unenforceable applies to the extent it is valid, and the rest of these Terms remain in force. A failure or delay by the Company in exercising a right is not a waiver of it.

These Terms are published in English, Russian and Thai. If the versions differ, the English version prevails.

These Terms, and any dispute arising from them or from the Program, are governed by the laws of Thailand.

The parties first try to settle a dispute by good faith negotiation for 30 days after one of them notifies it in writing. A dispute that is not settled is decided by the competent courts of Thailand, and the parties choose the Phuket Provincial Court as far as the law allows them to choose. The Company may also bring proceedings in the courts of the place where the Partner has its domicile or assets. Negotiation does not prevent either party from seeking urgent measures from a court, or the Company from suspending Cards under section 18.

The Company's details are given in clause 1.1. Partners can reach the Company by email at info@siam-luxury.com, by phone at +66 61 497 0336, by WhatsApp at +65 8986 8291, by Telegram at t.me/siam_luxury_adventure and by LINE at timoteobir.

A Partner that wishes to complain about the Program, a moderation decision, a suspension, a payment or the conduct of the Company's staff, or that has suffered loss from using the Program, writes to info@siam-luxury.com with the subject "Partner complaint", its account email and the facts. The Company confirms receipt within three Business Days and gives a reasoned answer within 15 Business Days, or explains why it needs more time and when it will answer.

Partners are asked to use this procedure first. If a complaint is not resolved within that time, the Partner may also contact the Online Help and Problem Management Center of the Electronic Transactions Development Agency (1212 ETDA): hotline 1212, email 1212@mdes.go.th. Complaints from Guests about a Partner's Service are handled under section 14 and the User Agreement.