This Platform Operator Terms governs the Company's provision of (i) credit card (including debit card) ("Credit Card") verification services (if applicable), and (ii) payment collection and transfer services (collectively, the "Services") to the Platform Operator, for the processing of Credit Card payments and/or payment via e-wallet made by RABBIT-LINE PAY users ("RABBIT-LINE PAY Users") for the amounts (the "Transaction Amounts") due by them to the Platform Operator for their purchase of goods, services and/or digital content ("Goods and Services") ("Transaction") sold by the Platform Operator on the Platform Operator's proprietary online or offline store platform (the "Platform").
In the event that the Services are provided by any company which is affiliated to RABBIT–LINE Pay Company Limited ("RABBIT-LINE PAY Affiliate") then the Platform Operator Terms shall constitute a contract between such RABBIT-LINE PAY Affiliate and the Platform Operator and RABBIT-LINE PAY Affiliate will be the party responsible for the provision of the Services in accordance with this Platform Operator Terms. The reference to "Company" or "we" in the Platform Operator Terms shall be read as a reference to RABBIT–LINE Pay Company Limited or RABBIT-LINE PAY Affiliate as the case may be.
The Platform Operator acknowledges and agrees to comply with the Platform Operator Terms on and from the date that the Platform Operator submits application to the Company to use the Services and agrees to cease using the Services immediately if the Platform Operator does not agree to any of the Platform Operator Terms. By using or continuing to use the Services, the Platform Operator accepts and agrees to be bound by the Platform Operator Terms as well as any subsequent revisions and modifications hereto. The Platform Operator Terms can be found on the website of the Services at https://terms2.line.me/paymerchant_TOS_TH?lang=en
For the avoidance of doubt, the Company is NOT providing the function of a settlement institution but is merely providing a technology infrastructure support. All settlements and fund transfers are to be carried out by a relevant financial institution or bank which the Company will specify from time to time.
1. Application, review and commencement of use
1.1 A Platform Operator which sells its own proprietary Goods and Services on its Platform may apply to use the Services provided by the Company pursuant to the procedures established by the Company from time to time. By applying to engage the Services provided by the Company, the Platform Operator agrees to accept and be bound by the Platform Operator Terms as well as the RABBIT-LINE PAY General Terms of Services (the "RABBIT-LINE PAY General Terms").
1.2 The Platform Operator shall provide all essential information as may be required by the Company to the Company when applying to use the Services provided, including:
1.2.1 identification details of the Platform Operator's representatives, persons-in-charge, and business operators;
1.2.2 scope and purposes of the intended Transactions which will be carried out on the Platform by the Platform Operators;
1.2.3 information regarding the relevant certificates of regulatory approvals obtained for the Platform Operator's business operation;
1.2.4 detailed description of the Goods and Services sold/listed on the Platform; and
1.2.5 the existing internal policies of the Platform Operators to mitigate fraud, money-laundering and terrorism financing risks, including internal verification policies to ensure that the transactions conducted on the Platforms are genuine and bona fide and not otherwise illegal or against public order or morality.
1.3 The Company may require further information from the Platform Operator which it deems necessary in connection with the application to use the Services as set out in the Appendix I attached hereto (the “Application”) submitted by the Platform Operator. The Platform Operator hereby warrants and represents that all the information that it provides to the Company is accurate and up-to-date. The Platform Operator shall forthwith notify the Company of any changes to the information provided by the Platform Operator to the Company. If the Platform Operator fails to provide notification to the Company of any changes to the information previously provided by it in a timely manner, or the information provided by the Platform Operator is incorrect or untrue, then the Company may reject the Application, suspend and/or terminate the provision of all or part thereof of the Services to the Platform Operator without further notice.
1.4 The Company shall have the sole discretion to determine whether or not to approve the Application submitted by the Platform Operator to engage the Services of the Company and shall not be obligated to disclose the review process to any applicant. The Company shall not be held liable for any loss or damage arising from an applicant's failure to pass the review process.
1.5 The Platform Operator will create its own account ("Service Account") and password for its use of the Services. The Platform Operator may use the Services upon receiving approval of the Application by the Company and after the Platform Operator has created its Service Account.
2. PLATFORM OPERATOR'S AGREEMENT
2.2 The Platform Operator acknowledges and agrees that it is only entitled to use the Services to receive payment of Transaction Amounts made via Credit Cards approved in advance by the Company and so notified in writing to the Platform Operator from time to time.
2.3 The Platform Operator acknowledges and agrees that any relationship between the RABBIT-LINE PAY User and the Platform Operator in terms of its rights and obligations in connection with the Transactions, the Transaction methods and terms, and performance or non-performance of the Transactions (including but not limited to refusal to perform, delay, non-delivery, defects, errors, return or replacement of Goods and Services, and refund) exist only between the RABBIT-LINE PAY User and the Platform Operator. All rights, obligations and liabilities with respect to such Transactions shall be exercised, fulfilled, and borne by the RABBIT-LINE PAY User and the Platform Operator in accordance to applicable laws and regulations and the terms of their agreements. The Company is only responsible for conducting credit card verification and providing payment collection and transfer of all or part thereof of the Transaction Amounts due from the RABBIT-LINE PAY User to the Platform Operator in accordance with the applicable laws and regulations and this Platform Operator Terms as well as the RABBIT-LINE PAY General Terms.
2.4 The Platform Operator agrees that the Company in providing the Services does not act as principal but merely as a facilitator on behalf of the Platform Operator to enable the Platform Operator to enter into Transactions with the RABBIT-LINE PAY Users. The Platform Operator further agrees to allow the Company to act as facilitator to receive and transfer to the Platform Operator the relevant Transaction Amounts paid by the RABBIT-LINE PAY User for the sale and purchase of Goods and Services on the Platform, and to document the accounts of such Transactions. The Platform Operator waives any claims against the Company whether for the performance or non-performance of any Transaction entered into as a consequence of the Company's provision of Services to the Platform Operator.
2.5 The Platform Operator shall solely assume its legal responsibilities and obligations arising (i) by virtue of its contractual relationship with the RABBIT-LINE PAY User, including those derived from any rights and responsibilities, warranties against defects, and intellectual property rights asserted between Platform Operator and the RABBIT-LINE PAY User, and/or (ii) under any other applicable laws and regulations, including without limitation, the Consumer Protection Act B.E. 2522 (1979) (as amended). If the Company incurs any loss or damage due to the Platform Operator's failure to discharge its legal responsibilities and obligations as mentioned above in this Clause 2.5, the Platform Operator shall immediately and unconditionally compensate the Company, and/or indemnify and keep indemnified the Company against any liability rising in respect thereof.
2.6 The Company shall have the right to check the Goods and Services transacted or the services by the Platform Operator. If required, the Platform Operator is obligated to describe details of such Goods and Service and indicate other related matters (such as additional expenses) to the Company and shall ensure the correctness of the documents filed to support requests for payment.
2.7 If the Platform Operator and the corresponding RABBIT-LINE PAY Users agree to revoke, cancel or terminate any Transactions, or change the Goods and Services purchased or the Transaction price after the Company has transferred the relevant Transaction Amounts to the Platform Operator, the Platform Operator shall immediately notify the Company of the relevant information regarding such revocation, cancellation or the termination of the Transactions or such change, and provide the Company with a refund note and the relevant supporting documents, within a refund period in accordance with Company’s refund policy, by email or in writing if requested by the Company. For the avoidance of doubt, the Platform Operator shall not refund the price of Goods and Services to the RABBIT-LINE PAY Users in cash directly except such refund note is not provided to the Company within the refund period in accordance with Company’s refund policy.
2.8 The Platform Operator agrees to co-operate with the Company and allow access of the Company or its representatives or agents to carry out audits (including but not limited to examination of Transaction records, anomalies in Transactions, or credit records kept by the National Credit Bureau Co., Ltd.) and other related matters. The Platform Operator also agrees that the Company, the credit card acquirers ("Acquirers") or international credit card issuer organizations (if applicable) shall have the right to conduct necessary audits of information on the Platform Operator's premises to ensure the security of Transaction information.
2.9 The Company shall have the right to require that the Platform Operator receive training from time to time (including but not limited to card authorization training), and the right to examine the effects of such training. The Platform Operator shall join the Company in preventing illegal or suspicious or fraudulent Transactions and co-operate with the Company in handling related matters.
2.10 The Platform Operator shall offer to sell Goods and Services, which shall be in accordance with the type of Goods and Services stipulated by the Company, to the RABBIT-LINE PAY Users on the Platform of the Platform Operator so as to allow the RABBIT-LINE PAY Users to send the purchase order and/or application for the Services, and make the payment for the Goods and Services to the Platform Operator via the Platform provided by the Platform Operator in accordance with the methods stipulated herein. In this respect, the Platform Operator shall, at its own costs and expenses, provide the RABBIT-LINE PAY Users with the following information and retain the evidence thereof:
2.10.1 description of the Platform Operator’s Goods and Services, including such Goods and Services’ features, quality and promotions (if any);
2.10.2 Policy on return or cancellation of Goods and Services, including refund made to the LINE PAY Users;
2.10.3 Address of the establishment, including telephone number, facsimile number and/or email address of the Platform Operator for contact by the LINE PAY Users;
2.10.4 Price of Goods and Services in Thai Baht or any foreign currencies (if any);
2.10.5 Details, process, method and period of delivery or rendering of Goods and Services and the process of delivery acceptance by the LINE PAY Users, including without limitation, delivery of Goods and Services for the LINE PAY Users both domestic and abroad; and
2.11 The Platform Operator shall be responsible for the delivery of Goods and Services in accordance with the Transactions specified in advertisement or details of Goods and Services published on the Platform or specified by the Platform Operator. The delivery or rendering of Goods and Services in accordance with the Transaction shall include the duties of seeking source of Goods and Services, selecting and checking its quality, ordering such from the manufacturers, importing, carrying out customs procedures, payment of taxes, duties, delivery charges and postal fees, refund and exchange thereof, procurement of insurance, including equipment and other items to facilitate the provision of the services and other duties (if any) related to the sale of Goods and Services (if applicable).
2.12 The Platform Operator shall deliver the Goods and Services in a standard package as specified in the advertisement and/or as provided in the Platform, or as specified by the Platform Operator:
2.12.1 In case of the sale of Goods, the Goods shall be in good condition without any defects or flaws. Upon delivery of the Goods to the RABBIT-LINE PAY Users, the Platform Operator shall obtain a receipt or any evidence of delivery signed by a recipient at the destination. The Platform Operator shall retain such acknowledgement receipt or the evidence for inspection at least 7 years from the date of the Platform Operator receives the document, and shall, without delay, submit the documents to the Company upon request by the Company; or
2.12.2 In case of Services, the Platform Operator shall provide the Services in good quality, and in accordance with the standard as stipulated in promotional materials or details on the Platform.
2.12.3 In the case of failure by the Platform Operator to deliver Goods and Services to the RABBIT-LINE PAY Users as provided in the advertisement or details on the Platform for which the Platform Operator has justification thereof or documents supporting such circumstance, the Platform Operator shall notify the RABBIT-LINE PAY Users for cancellation of the Transaction in accordance with the process stipulated herein.
2.13 The Platform Operator shall require the RABBIT-LINE PAY Users to completely provide his/her names, address and other details as stipulated by the Company and to prepare the Transaction in the form of electronic data containing details stipulated and notified to the Platform Operator in advance (“Transaction Record”). Such Transaction Record shall be submitted to the Company via internet or any electronic means in accordance with the process set forth and notified by the Company to the Platform Operator in advance. The Platform Operator further acknowledges and agrees that such Transaction Record shall be generated through the Platform Operator’s platform and that the Platform Operator is registered as an establishment in Thailand. The Company may specify any other means that that determined herein for the Transaction Record acceptance, and that the Platform Operator shall be notified in advance. The Platform Operator agrees to keep the form and submission method of the Transaction Record as stipulated in this paragraph, and shall not disclose the same to any person. The Platform Operator shall be solely liable for any damages incurred to the Company and/or third party arising out of the failure to comply with its obligations under this paragraph.
2.14 With regard to the Transaction, the Platform Operator shall, at all time, obtain an approval to debit the RABBIT-LINE PAY User’s bank account or obtain authorization in terms of credit line of the Credit Card prior to delivering the Goods and Services to the RABBIT-LINE PAY User regardless of the amount of the Transaction Amount. The Platform Operator further acknowledges that the approval of the Transaction shall be assumed as an examination whether the RABBIT-LINE PAY User has utilized his/her Credit Card within the credit line given, and not a verification of whether the person making the Transaction is the true holder of the Credit Card, or whether the Credit Card is counterfeit, or cannot be used to purchase Goods and Services. If the RABBIT-LINE PAY User or the Credit Card’s owner claims that he/she did not make the Transaction or it appears the Credit Card is counterfeit or the Credit Card cannot be used to purchase the Goods and Services for whatever reason, the Platform Operator shall be responsible for the damage (if any), notwithstanding that the Transaction has been approved. In this regard, the Platform Operator accepts that the Company has the right whether or not to grant approval of any Transaction even if the RABBIT-LINE PAY User’s Credit Card limit is not used up or the money in the bank account is sufficient for debit to be made without any clarification thereof. The approval or the refusal of such Transaction shall be final and the Platform Operator shall not make any claims for damages against the Company.
2.15 The Platform Operator shall summarize the Transaction Record in the form and method specified by the Company and submit the same to the Company for settlement within 7 days from the date of the Platform Operator’s receipt of the authorization of the relevant Transaction. The Platform Operator acknowledges that the Company is not obligated to verify the summary of such Transaction Record whether the details therein are correct or not, and the Platform Operator agrees that the details in the Transaction Record received by the Company is deemed as true and accurate information for the Company to proceed according to this Platform Operator Terms.
In case of receipt of the Transaction via other methods, the method of payment collection shall be as specified and notified to the Platform Operator with prior written notice by the Company on a case by case basis.
2.16 The Platform Operator shall notify the Company in the case where the Platform Operator (i) ceases to carry on business; (ii) changes the type of business or Goods and Services offered on the Platform, within 7 days thereafter
3. SAFEKEEPING OF TRANSACTION RECORDS
3.1 Documentations of the Transactions between Platform Operators and the RABBIT-LINE PAY Users (including electronic records of messages about such Transactions, authorization codes for Transaction, and Transaction numbers) and the related receipts and vouchers shall be kept for a minimum period of 5 years. If any disputes arise during the period, the Company may at any time request that the relevant information be delivered to it for verification. If a Platform Operator fails to deliver the documentation regarding a Transaction to the Company for verification within seven days of the Company's request, the Platform Operator shall return to the Company the amount already transferred by the Company to the Platform Operator in furtherance of the Transaction, or the Company may off-set such an amount from another sum payable by the Company to the Platform Operator.
3.2 The Platform Operator acknowledges and agrees that where the Platform Operator has not retained any documentations in relation to any Transactions then records kept by the Company in relation to such Transactions shall be deemed to be true and accurate.
4. ACCOUNT INFORMATION AND PAYMENT PROCEDURE
4.1 Transaction Amounts due to the Platform Operator as a result of Transactions concluded on the relevant Platform(s) between the Platform Operator and RABBIT-LINE PAY User shall be deposited into an independent bank account by the Company and shall be kept separate from the Company's own operating funds. When the cooling-off period for the Platform Operator's Goods and Services ends or the payment conditions agreed upon between the Company and the Platform Operator are fulfilled, the Company shall transfer the Transaction Amounts receivable by Platform Operator to a valid bank account of the Platform Operator as required to be maintained in accordance with Clause 11 ("Platform Operator's Bank Account"), which the Platform Operator has provided when applying for use of the Services, after deducting the various charges receivable by the Company.
4.2 All charges for transfer of funds to the Platform Operator in connection with the Services, including, but not limited to the transfer of the Transaction Amounts receivable by the Platform Operator, shall be paid or borne by the Platform Operator, regardless of whether or not the Transaction is revoked, cancelled or terminated. For the avoidance of doubt, the Company shall, in no event, return or refund such charges to the Platform Operator.
4.3 The Platform Operator shall be responsible for its acts in connection with its Service Account. The Service Account shall not be assigned, given away, or inherited. If the Platform Operator decides not to renew its contract with the Company, it shall apply to the Company for cancellation of its Service Account.
4.4The Company is entitled to hold the payment payable to Platform Operator if the Company, at its sole discretion, has the reasonable ground to believe that Platform Operator may or will ceases to carry on business or the Platform Operator may or will becomes insolvent or any step is taken for Platform Operator liquidation, winding-up, bankruptcy, receivership, administration or dissolution (or anything analogous to the foregoing occurs in any jurisdiction) and/or the Company receives any notification from any courts of law or other competent authority or the RABBIT-LINE PAY User regarding any dispute of the payment of Transaction Amounts before the Company transfers the relevant Transaction Amounts to Platform Operators.
4.5 The Company will record all of the Platform Operators' operations of banking services, regardless whether such operations are valid or not. The Platform Operator may inquire about records of its transactions under their Service Accounts with the Services through the management interface provided by the Company. If the Platform Operator finds any erroneous records, it may request that the Company provide the records of the instructions to collect or pay the amounts at issue. The Platform Operator understands and agrees that after the Company transfers the amounts specified by the Platform Operator to its Platform Operator's Bank Account according to the Platform Operator's instructions, and the financial institution partnered with the Company thereafter confirms that the amounts have been duly received, the Company shall be deemed to have performed its obligation to make the payments under this Platform Operator Terms. If the Platform Operator has any questions about such payments, it shall direct such enquiries to the financial institutions where its Platform Operator's Bank Account is held at.
5. PLATFORM OPERATOR'S RESPONSIBILITY FOR RETURN OF FUNDS
5.1 The Platform Operator agrees that in any of the following situations, it will return the amounts transferred by the Company to it so that the Company will not sustain losses, and that the Company may deduct such amounts to be returned from other sums payable by the Company to Platform Operator in the following circumstances:
5.1.1 The RABBIT-LINE PAY Users did not receive the purchased Goods and Services, or dispute, or refuse to pay for, or claim compensation for such Goods and Services.
5.1.2 The Platform Operator has breached the Platform Operator Terms, or financial institutions inform the Company that the Platform Operator's transactions are risky, illegal, suspicious, or are in violation of the applicable laws or regulations.
5.1.3 The Platform Operator conducts Transactions for other stores or persons, or settle accounts with, and claim payments, from the Company from means other than through the Services provided by the Company.
5.1.4 The Transactions presented by the Platform Operator for processing and settlement with the Services are a result of the Platform Operator's engagement in businesses outside their legally registered business scopes or in businesses which the Platform Operator has not notified to the Company, including but not limited to extending cash loans.
5.1.5 The Company asks the Platform Operator to provide the records of a Transaction for the former's review, but the Platform Operator fails to provide the same within seven days of receipt of the Company's notice.
6. FAIR TREATMENT OF RABBIT-LINE PAY USERS
6.1 The Platform Operator shall treat all RABBIT-LINE PAY Users using the RABBIT-LINE PAY Services equally. The Platform Operator shall not charge additional service fee or restrict its buyers' payment methods (including RABBIT-LINE PAY Services) for the Transactions without justifications, nor shall it set any maximum or minimum amounts for each purchase. The Platform Operator further agrees that it shall not offer to sell Goods and Services at the price and/or charge higher than those offered for payment in cash to general customers. If there is any extra services such as discount or premium given to general customers, the Platform Operator shall offer them to the RABBIT-LINE PAY Users as well.
6.2 The Platform Operator shall not shift the service fee payable, or expenses paid in relation thereto, by increasing the transaction price to be paid by the RABBIT-LINE PAY Users, nor shall the Platform Operator increase the transaction price payable by the RABBIT-LINE PAY Users for any reason. In the event that any of the above events occurs, the Platform Operator shall return the additional charge to the RABBIT-LINE PAY Users immediately. Where the Platform Operator is found through the Company's investigation that it treats the RABBIT-LINE PAY Users unequally, the Platform Operator shall be solely responsible. If such violations cause the Company to suffer any damages or loss, the Platform Operator shall reimburse the Company for all the damages and loss incurred.
6.3 The Platform Operator shall not in any event limit or exempt its liability by requiring the RABBIT-LINE PAY Users to waive his/her right to raise any argument or dispute, or to waive any right to claim for the Platform Operator’s responsibility for any damages incurred to the RABBIT-LINE PAY Users resulting from the purchase or use of Goods and Services between Platform Operator and RABBIT-LINE PAY Users.
7. USE OF VENDOR CODE
The vendor code assigned to the Platform Operator is owned by the Company and is for the Platform Operator's use of the Services. The Platform Operator shall not provide the vendor code to others, nor shall the Platform Operator use the vendor code beyond the purpose of conducting Transactions by using the Service.
8. REQUIREMENTS FOR USING CREDIT CARD COLLECTION AND PAYMENT SERVICE
8.1 Platform Operators meeting the requirements of the Company may apply for the Services of collection and transfer of payments made by the RABBIT-LINE PAY User using their Credit Card(s) and/or e-wallet for Transactions concluded on their Platform(s) ("credit card collection and payment services").
8.2 Platform Operators shall not reject any Credit Card purchases simply because the purchase amounts are small, nor shall they set any maximum or minimum amount for any Credit Card purchase.
8.3 Where the Platform Operator accepts the RABBIT-LINE PAY User's payment of Transaction Amounts with Credit Card via the Services, the Platform Operator shall obtain only one authorisation number for the entire Transaction Amount with a RABBIT-LINE PAY User and request only a lump-sum payment of the Transaction Amount from the Services. The Platform Operator shall not divide one Transaction into two or more Credit Card Transactions, or obtain an authorisation number for each part of a Transaction. The Platform Operator undertakes that it will not use the Services to make any illegal Transactions, sign Credit Card slips without actually making any sales of Goods and Services on its Platform, obtain any financing cash advances, make any fraudulent financing transaction, conduct cash transmission without any substantial transaction, or prepay any expenses for the RABBIT-LINE PAY Users for their Goods and Services first and then request payments from Credit Card issuing banks ("Credit Card Issuers") through the Company. If the Platform Operator breaches the above provisions, the Company may withhold the transfer of Transaction Amounts to Platform Operator. If the Transaction Amounts at issue have already been transferred to the Platform Operators, the Platform Operators shall return such amounts to the Company.
8.4 Where the Platform Operator's Transactions with the RABBIT-LINE PAY Users are deferred Transactions unless approved by the Company, the Platform Operator shall not accept those RABBIT-LINE PAY Users' payment of the Transaction Amounts with Credit Card via the Services. If a Transaction is found to be a deferred Transaction after the Transaction Amount has been paid with Credit Card via the Services, the Company may withhold the Transaction Amount from Platform Operator. If the Transaction Amount has been paid over to Platform Operator, the Platform Operator shall return the same to the Company.
8.5 In certain circumstances, a Credit Card Issuer or Acquirer, or a domestic or foreign settlement entity may refuse to pay the Transaction Amounts or require the repayment of the Transaction Amounts from the Company previously settled or paid to the Platform Operator, notwithstanding that the Credit Card may have been verified or validated by the Credit Card Issuer or Acquirer or domestic or foreign settlement entity ("Chargebacks"). Under these circumstances, the Company may refrain from paying the Transaction Amounts to the Platform Operator. If the Transaction Amounts have been paid to the Platform Operator, the Platform Operator shall return the same to the Company even if it is not under legal liability for the supply or performance of the Goods and Services concerned.
8.5.1 A Chargeback represents an immediate liability from the Platform Operator to the Company and the Company shall be entitled to recover from the Platform Operator by any means the full amount of the relevant Chargeback and any other costs, expenses, and liabilities which the Company may incur as a result of or in connection with such Chargebacks ("Chargeback Costs").
8.5.2 The Company shall not be obliged to investigate the validity of any Chargeback by any Credit Card Issuer, Acquirer, or a domestic or foreign settlement entity whose decision shall be final and binding in respect of any Chargebacks.
8.5.3 As Chargebacks may arise a considerable period after the date of the relevant Transaction, the Platform Operator acknowledges and agrees that notwithstanding any termination of the Contract for any reason, the Company shall remain entitled to recover Chargebacks and Chargeback Costs from the Platform Operator in respect of all Chargebacks that occur in relation to Transactions effected during the term of the Platform Operator Terms.
8.6 If after having transacted with Credit Card, the relevant RABBIT-LINE PAY Users declare through their Credit Card Issuers that they refuse to pay the Transaction Amounts, or where other disputes arise, the Company may (but is not obliged to) assist the Platform Operators and the RABBIT-LINE PAY Users in resolving the disputes using the applicable mechanisms provided by the competent authorities for handling disputed Credit Card purchases. However, the Company shall have no obligation to pay the Transaction Amounts to the Platform Operators.
8.7 In the event that a court of law, competent authority, international organization, Credit Card Issuer, or Acquirer informs the Company that the Platform Operator is a suspicious or risky store conducting activities which are illegal, or otherwise against public order or morality, or the Company determines that Platform Operator is a suspicious or risky store, the Company may, without any prior notice, suspend all payments to the Platform Operator's Bank Account and suspend the authorisation granted to Platform Operator to use the Services or apply to the Company for payment, or payment of any amounts to Platform Operator. After the informant or an empowered authority determines after investigation that Platform Operator is unlikely to be suspicious or risky and notifies the Company of such determination, the Company shall resume the Platform Operator's right to apply to the Company to receive Credit Card payments made by RABBIT-LINE PAY Users for Transactions of Goods and Services on the relevant Platform(s). Nevertheless, the Platform Operator shall not claim any interest on or other indemnities for the amounts withheld by the Company during the period of suspension of payments to the Platform Operator's Bank Accounts.
8.8 The Company may, subject to Clauses 13 and 14 below, based on its commercial needs, use the Platform Operator's information that it has registered with the Company. If a court of law, competent authority, international organization, Credit Card Issuer, or Acquirer officially requests the Company to provide such information, the Company shall be entitled to provide the same in accordance with applicable law.
8.9 Where the Platform Operator finds there is any abnormal Credit Card Transaction, suspects that the Credit Card used by a RABBIT-LINE PAY User is counterfeit, reported as missing, or finds that the Credit Card holder's Transaction is suspicious, the Platform Operator shall, before accepting any Transaction, confirm with the Credit Card Issuer and obtain an authorisation number from it. Where the Platform Operator asks the Company to assist in obtaining the confirmation of the Credit Card Issuer, the Platform Operator should bear the cost or fees arising therefrom.
8.10 The Platform Operator agrees to strictly comply with the terms and conditions, methods, procedures, rules and regulations prescribed by the Acquirers, Credit Card Issuer including any relevant credit card association regarding the following matters, including without limitation,
8.10.1 the process of Know Your Customer (KYC) and Customer Due Diligence (CDD);
8.10.2 the receipt of payment via credit card for Transaction concluded on the Platform;
8.10.3 the procedure of information security of, including without limitation, the relevant Payment Card Industry Data Security Standard (PCI DSS) and the Payment Application Data Security Standard (PA DSS).
9. assistance in Investigation
9.1 The Company may demand the Platform Operator to provide a report and/or information on any Transaction, performance statuses of any sale and purchase agreements, and any other information that the Company deems necessary for the investigations into the Platform Operator's use of the Services. The Platform Operator is not permitted to resist such requests for such report and/or information.
9.2 The Company may demand that the Platform Operator provide any information and/or documents that is necessary for the compliance with laws and regulations. The Platform Operator shall provide such information and/or documents promptly.
10. Service Charges
10.1 In return for the Company's provision of the Services, the Platform Operator shall pay to the Company such services charges as may be applicable and notified to the Platform Operator from time to time ("Service Charges"). The terms and conditions of the payment of the Service Charges are set out in the Application.
10.2 Unless stated otherwise, all Services Charges and other payments to be made by the Platform Operator under this Platform Operator Terms to the Company are exclusive of Value Added Tax, stamp duty and any other relevant taxes and in addition to paying such Service Charges or other payments, the Platform Operator agrees to also pay all of such foregoing taxes, including penalty, surcharge, fine and any governmental charges thereof.
10.3 The Company may from time to time vary the Service Charges and/or introduce new charges in addition to the fees by giving the Platform Operator not less than 7 days' notice.
10.4 The Company reserves the right to suspend any of the Services in its sole and absolute discretion and without notice and/or terminate this Platform Operator Terms in accordance with Clause 17 if the Platform Operator does not pay any of the amounts due to the Company from time to time within the period specified in this Clause 10.
11. Bank account and paymeNTS
11.1 The Platform Operator shall throughout the term of the Platform Operator Terms and for such period as may be required thereafter for the purposes of any applicable provisions of the Platform Operator Terms maintain in its name a bank account that is acceptable to the Company for the purposes of receiving payments from the Company and making payments to the Company ("Platform Operator's Bank Account").
11.2 Where it is possible for the Company to debit the Platform Operator's Bank Account the Company shall be entitled to debit all sums due to it from the Platform Operator pursuant to the terms under this Platform Operator Terms by direct debit from the Platform Operator's Bank Account and the Company in exercising its right to do so shall not prejudice any other rights or remedies it may have. The Platform Operator shall maintain with its bank an instruction to authorise such debits.
11.3 The Platform Operator shall notify the Company in writing in advance of any changes proposed by the Platform Operator in respect of the Platform Operator's Bank Account (including, without limitation, the location of the branch at which such account is held) and shall not implement such changes without the Company's prior written consent. If any change in the Platform Operator's Bank Account details is imposed on the Platform Operator, the Platform Operator shall notify the Company in writing immediately, giving full details of such changes and the reasons.
12. INTELLECTUAL PROPERTY
The Platform Operator agrees and acknowledges that nothing in these the Platform Operator Terms shall constitute the grant of any right, title or interest in or to any intellectual property rights used in connection with or comprised in the Services, all of which rights are retained by Company and its licensors.
13.1 For the purposes of this Clause 13, Confidential Information means:
13.1.1 the Platform Operator Terms and the terms thereof;
13.1.2 information relating to the Company which is by its nature confidential or which is designated by the Company as confidential;
13.1.3 information relating to the Company which the Platform Operator knows or has reason to know or believe is confidential;
13.1.4 any Personal Data provided to the Platform Operator by Company; and
13.1.5 information relating to the Company’s business, including marketing and promotional plans or other products or materials of the Company, research information and analysis, trade secrets, business development and marketing strategies, sales data, organisational arrangements, business plans, contracts with other persons, client lists, financial data, information comprised in or relating to the financial position and assets or liabilities of the Company;
13.2 The Platform Operator must keep the Company’s Confidential Information confidential and must not, at any time without the prior written consent of the Company, use it for any purpose other than the proper performance of this the Platform Operator Terms nor disclose it to any other person and must take reasonable steps to prevent its unauthorised use or disclosure.
13.3 Clause 13.2 does not apply to:
13.3.1 any information that is or becomes a part of the public domain without any action by or involvement of the receiving party;
13.3.2 any information that is received by the receiving party from a third party who does not have any confidentiality obligation to the disclosing party;
13.3.3 any information that has been independently developed by the receiving party prior to the receipt of the Confidential Information from the disclosing party, without access to or use of the latter's Confidential Information received, as evidenced by the receiving party’s written records;
13.3.4 any Confidential Information which is required to be disclosed pursuant to any applicable law, provided that the Platform Operator shall first have obtained the prior written approval of the Company as to the form and content of the disclosure, which shall only be to the extent necessary to comply with such applicable law, and the Platform Operator shall take reasonable steps to procure that the recipient of such Confidential Information undertakes to maintain the confidentiality of such Confidential Information on terms similar to those set forth herein; and
13.3.5 any Confidential Information which is required to be disclosed pursuant to any order or direction issued by any court or tribunal of competent jurisdiction or in connection with any legal proceedings between the Parties.
13.4 The Platform Operator acknowledges and agrees that that any breach of the terms of this Clause 13 will result in irreparable harm to Company for which damages would not be an adequate remedy, and that Company shall, in addition to any other relief and/or remedies available at law, be entitled in respect of any actual or threatened breach of the obligations under these the Platform Operator Terms to seek equitable relief (whether in the nature of injunction, specific performance and other equitable relief) without having to provide any form of security, and that the Platform Operator shall not object to the granting of such equitable relief on any grounds.
13.5 This Clause 13 shall survive the expiry, suspension or termination of these the Platform Operator Terms for any reason whatsoever.
14. PERSONAL DATA
14.1 For the purposes of this Clause 14:
14.1.1 “Personal Data” means data, whether true or not, about an individual who can be identified from that data or from that data and other information to which a Party has or is likely to have access;
14.1.2 “Process” in relation to Personal Data, means:
(a) to carry out any operation or set of operations in relation to the personal data, and includes recording, holding, organisation, adaptation/alteration, retrieval, combination, transmission or erasure/ destruction; and/or
(b) copy, use, access, display, run, store review, manage, modify, transform, translate, extract components into another work, integrate or incorporate as part of a derivative work; and/or
(c) to permit others to do (a) and/or (b);
14.2 The Platform Operator agrees and undertakes to the Company that to any extent any Personal Data is provided to the Platform Operator, whether in connection with the Services or otherwise ("Company Personal Data"):
14.2.1 The Platform Operator shall comply with all applicable laws and regulations relating to personal data, and any requirements arising under any such relevant laws as the Company may or may become obliged under any such law to require the Platform Operator’s compliance with, as the Company may from time to time notify the Platform Operator of in writing;
14.2.2 Without prejudice to the generality of the foregoing, the Platform Operator shall ensure that it shall provide a standard of protection in relation to the Company Personal Data that is comparable to the protection applicable thereto under applicable laws and regulations, including without limitation:
(a) Purpose: the Platform Operator shall only collect and use such Company Personal Data strictly for the purposes for which the Company had provided such Personal Data, and not otherwise;
(b) Use and disclosure: the Platform Operator shall only use and disclose the Company Personal Data in a manner and to the extent permitted in these the Platform Operator Terms and observe all limitations as to such use or disclosure as the Company may notify the Platform Operator of;
(c) Accuracy: the Platform Operator shall undertake reasonable efforts to ensure that the Company Personal Data is accurate and complete, if the Company Personal Data is likely to be (i) used by the Platform Operator to make a decision that affects the individual to whom the Company Personal Data relates; or (ii) disclosed by the Platform Operator to another organization (but only if permitted under these the Platform Operator Terms);
(d) Protection: the Platform Operator shall protect the Company Personal Data in its possession or under its control by making reasonable security arrangements to prevent unauthorised access, collection, use, disclosure, copying, modification, disposal or similar risks;
(e) Retention: the Platform Operator shall cease to retain its documents containing the Company Personal Data, or remove the means by which the Company Personal Data can be associated with particular individuals, as soon as it is reasonable to assume that (i) the specified purposes are no longer being served by retention of the Company Personal Data; and (ii) retention is no longer necessary for legal or business purposes;
(f) Overseas Transfers: the Platform Operator shall not without the prior written consent of the Company transfer any such Personal Data to any territory outside Thailand.
(g) Policies: the Platform Operator shall ensure that its employees, agents and sub-contractors who may receive or have access to any Company Personal Data are aware of the obligations specified under this Clause and agree to abide by the same.
14.3 If the Platform Operator becomes aware of any collection, use, disclosure of any Company Personal Data otherwise than as permitted under these the Platform Operator Terms, or any misuse of any Company Personal Data, or any security breach in connection with these the Platform Operator Terms that could compromise the security or integrity of the Company Personal Data or otherwise adversely affect Company or expose it to any claim, action or proceeding or if the Platform Operator learns or suspects that any Company Personal Data may have been or is at risk of having been disclosed to or obtained by any unauthorised person, the Platform Operator shall at its own expense promptly notify the Company and fully co-operate with the Company to remedy the issue as soon as reasonably practicable and to fully co-operate with the Company’s reasonable security investigations.
14.4 The Platform Operator agrees and undertakes to the Company that to any extent any Personal Data is provided to the Company, whether in connection with the Services or otherwise:
14.4.1 it has complied with all laws and regulations relating to such Personal Data;
15.1 The Platform Operator shall not involve the Company in any dispute or claim that may arise between the RABBIT-LINE PAY Users and the Platform Operator. It shall be the sole responsibility of the Platform Operator to deal with all complaints made by RABBIT-LINE PAY Users in respect of the Goods and Services transacted on the Platform and for which payment is processed using the Services in like manner as if such Goods or Services had been supplied by the Platform Operator under other forms of payment acceptable to the Platform Operator.
15.2 In the event of a dispute or claim of whatever nature arising from the Platform Operator's use of the Services, the documentations and records of detailed transactions available from the Platform Operator and the Company, as required to be retained under Clause 3 above, shall be used as a reference and shall be the sole basis of settling the aforesaid dispute or claim. In the event where there are discrepancies between the records of the Company and of the Platform Operator, the discrepancies shall be jointly investigated by the Company and the Platform Operator using information from both Parties whenever appropriate, and proper adjustments (if necessary) shall be made accordingly but where the discrepancies cannot be reconciled, the records of the Company shall prevail.
15.3 The Platform Operator agrees that where multiple payments have been effected by or on behalf of a RABBIT-LINE PAY User in respect of any transaction, whether through the Services or through any other existing system of payment, the Platform Operator shall refund or reimburse such RABBIT-LINE PAY Users for such excess payments made and shall fully indemnify and keep indemnified the Company against any claim related to such excess payments.
16.1 The Platform Operator agrees to defend, indemnify and hold the Company, its parent, subsidiaries and affiliates, and its officers, directors, agents, joint ventures, employees and suppliers (the "Indemnitees") harmless from any claim, demand, damage, cost, or liability (including without limitation reasonable legal fees) which any of the Indemnitees may suffer or suffers in connection with or arising from any of the following:
16.1.1 the Platform Operator or the Platform Operator's employees’ or agents’ breach of the Terms and/or Policies.
16.1.2 any claim brought against the Company by a RABBIT-LINE PAY User, Credit Card Issuer, other financial institution or other third party arising from a Transaction payment for the sale of Goods and Services on the Platform whether or not previously processed and transferred by the Company to the Platform Operator via the Services;
16.1.3 any other claim brought against the Company arising from any aspect of the relationship between the Parties;
16.1.4 the enforcement or attempted enforcement of the Platform Operator Terms (which includes the recovery or attempted recovery of any sum owing to the Company under Platform Operator Terms);
16.1.5 the protection of the Company's interests in connection with any aspect of its relationship with the Platform Operator (including the cost of any third parties nominated by the Company or instructed by the Company for this purpose);
16.1.6 any Transaction of Goods and Services concluded on the Platform Operator's Platform (including a Transaction which is subsequently discovered to be fraudulent); or
16.1.7 any other arrangements between the Platform Operator and a RABBIT-LINE PAY User, except, in each case, if and to the extent caused by or contributed to by the Company's negligence or any breach of the Platform Operator Terms by the Company.
16.2 For the avoidance of doubt, if a claim is brought against the Company by a RABBIT-LINE PAY User, Card Issuer, or any other third party, the Company shall be entitled to settle or otherwise deal with it at its sole discretion.
16.3 If the Platform Operator is a partnership, each partner shall be jointly and severally liable under the Platform Operator Terms.
16.4 The Services are provided on a "AS IS" and "AS AVAILABLE" basis. The Company and its Indemnitees make no representations, warranties, or undertakings (whether express or implied) regarding RABBIT-LINE PAY, the Services, and any of the content on the website of the Services. All representations, warranties, or undertakings including but not limited to representations, warranties, or undertakings of accuracy, reliability, merchantability, satisfaction, quality, fitness for a particular purpose and non-infringement, are expressly excluded or disclaimed to the greatest extent permitted by law. The Company reserves the right to add, delete or modify the relevant systems or functions of the Service in whole or in part.
16.5 To the maximum extent permitted by law, the Company and its Indemnitees expressly disclaim and exclude any and all INDIRECT, INCIDENTIAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE loss or damage (including without limitation to loss of business or business opportunity, goodwill, revenue, profits, data, or other economic benefits) which may be suffered by the Platform Operator (or any person claiming under or through the Platform Operator) in connection with or however arising from the Platform Operator's access and/or usage of the Services/website of the Services, whether or not (a) the same arises in contract, tort (including negligence) howsoever; (b) such loss or damage is foreseeable and/or (c) the Company has received prior notification of the possibility thereof:
16.6 The aforesaid disclaimers and exclusions in Clause 16.5 above shall apply to the fullest extent permissible under law, but shall not apply in respect of any liability, loss or damage relating to:
16.6.1 death or personal injury caused by the negligence of the Company;
16.6.2 fraud or fraudulent misrepresentation; or
16.6.3 any other liability which may not be excluded by law.
16.7 The total liability of the Company, whether in contract, tort (including negligence) or otherwise and whether in connection with the Platform Operator Terms or any collateral agreement shall be limited to the aggregate of Service Charges the Company collected from the Platform Operator for the transaction or Service provided in twelve months prior to the date of the first even giving rise to any relevant liability.
17. Terms and Termination
17.1 The Platform Operator Terms shall commence upon the date on which Platform Operator submits the Application for the Services or the Platform Operator Terms (as the case may be) and, subject to earlier termination pursuant to Clause 10.4 and 17.2 to 17.4 (inclusive), shall continue in force until terminated by either Party giving to the other not less than one complete calendar month's notice to that effect, provided that Platform Operator shall not be entitled to serve such notice until a period of 12 months has elapsed from the date of the first Transaction following the commencement of the Platform Operator Terms (excluding, for the avoidance of doubt, any Transaction effected for testing purposes)
17.2 In the event that the Company notifies Platform Operator in writing that it has not accepted Platform Operator's Application for the provision of the Services by the Company, the Platform Operator Terms shall terminate with immediate effect on the service of such notice.
17.3 Notwithstanding the preceding Clause 17.1, the Company shall be entitled to immediately suspend the provision of all or part thereof of the Services or to terminate the Platform Operator Terms or all or part thereof of the Services at any time with immediate effect by notice to Platform Operator if:
17.3.1 The Platform Operator materially breaches any of the provisions of the Platform Operator Terms;
17.3.2 The Platform Operator fails to pay any amount under the Platform Operator Terms on the due payment date;
17.3.3 The Company considers (in its absolute discretion) that the total value of refunds and/or Chargebacks is unreasonable;
17.3.4 The Platform Operator sells Goods and Services which are materially different from what was disclosed at the stage of Application to the Company;
17.3.5 The Platform Operator imports, exports, sells or otherwise engages in the trading of any Goods and Service prohibited or subject to sales restrictions;
17.3.6 The Platform Operator presents a Transaction of Goods and Services on its Platform to the Company in a situation where Platform Operator does not give to the relevant RABBIT-LINE PAY User the Goods, Services or other facilities referred to which they could reasonably expect to receive;
17.3.7 The Platform Operator becomes insolvent or any step is taken for Platform Operator liquidation, winding-up, bankruptcy, receivership, administration or dissolution (or anything analogous to the foregoing occurs in any jurisdiction);
17.3.8 The Platform Operator makes or proposes any arrangements with Platform Operator creditors generally;
17.3.9 Anything happens to the Platform Operator or a matter is brought to the Company's attention which the Company in its absolute discretion considers may affect the Platform Operator's ability or willingness to comply with all or any of the Platform Operator's obligations or liabilities under the Platform Operator Terms;
17.3.10 Any other change in the Platform Operator's circumstances (including a deterioration in or change to the Platform Operator's financial position) or in the nature of the Platform Operator's business or in the Goods and Services supplied by the Platform Operator to the RABBIT-LINE PAY Users occurs which the Company in its absolute discretion considers material to the continuance of the Services or any facilities made available by the Company to the Platform Operator;
17.3.11 The Platform Operator ceases to carry on business;
17.3.12 The Company, in its absolute discretion, determines that its relationship with the Platform Operator's business represents increased risk of loss or liability to the Company;
17.3.13 Anything happens to the Platform Operator or comes to the Company's attention in relation to the Platform Operator or arising from or incidental to the Platform Operator's business or the conduct of the Platform Operator's business (including trading practices and individual activities) or the Platform Operator engages in any business trading practices or individual activity which the Company in its absolute discretion considers disreputable or capable of damaging the Company's reputation, detrimental to the Company's business or which may or does give rise to fraud or any other criminal activity or suspicion of fraud or any other criminal activity;
17.3.14 There is any change to any individual, corporation, firm, unincorporated association (each a "Person", and collectively "Persons"), or group of Persons acting together pursuant to an agreement or understanding (whether formal or informal), which controls the Platform Operator;
17.3.15 Any claim or action in connection with the Platform Operator Terms is threatened or commenced by the Platform Operator or the Company;
17.3.16 Any claims are brought against the Company by any other third party arising from any aspect of the Company's relationship with the Platform Operator
17.3.17 The Company is required or requested to do so by any Credit Card companies (such as VISA or MasterCard etc), Credit Card Issuer, Acquirer, other banks or other financial institutions;
17.3.18 The Platform Operator undertakes trading practices which the Company has not consented to;
17.3.19 The Company or any of its Group Companies becomes entitled to terminate any agreement with the Platform Operator or any Group Company of Platform Operators.
17.4 Prior to the effective date of the termination, the Platform Operator agrees to continue receiving the Transaction and delivering of the Goods and Services to the RABBIT-LINE PAY Users in accordance with the terms and conditions hereof.
18. CONSEQUENCES OF TERMINATION
18.1 Upon termination of the Platform Operator Terms all rights and obligations of either Party shall cease to have effect immediately, save that:
18.1.1 the clauses of these Platform Operator Terms which expressly or by implication have effect after termination will continue to be enforceable notwithstanding such termination (including, for the avoidance of doubt but without limitation, Clauses 8.5, 9, 10, 12 to 20 (inclusive) and
18.1.2 termination shall not affect accrued rights and obligations of either Party under the Platform Operator Terms as at the date of termination.
18.2 Upon or at any time after termination of the Platform Operator Terms, Platform Operator shall immediately pay the Company all amounts owed by Platform Operator under the Platform Operator Terms and, for the avoidance of doubt, the Company shall remain entitled to withhold sums pursuant to Clauses 4.4, 8.3 to 8.5, and recover any amounts pursuant to Clauses 5 and 8.5.
19. relationships with other Terms and Conditions
19.1 In addition to the Platform Operator Terms, the Platform Operator's use of the Services shall also be subject to the RABBIT-LINE PAY General Terms.
19.2 Unless expressly provided for under relevant terms, in case of any inconsistency between the Platform Operator Terms and RABBIT-LINE PAY General Terms, the Platform Operator Terms shall prevail.
20. General Terms
20.1 Entire Agreement. Without prejudice to Clause 19 above, the Platform Operator Terms constitutes the entire agreement and understanding between the Parties in respect of the matters dealt with in it and supersedes and invalidates all other prior representations, arrangements, understandings and agreements relating to the subject matter of the Platform Operator Terms which may have been made between the Parties either orally or in writing prior to the date of the Platform Operator Terms.
20.1.1 Each Party warrants that it has not relied on any representations, arrangements, understanding or agreements (whether written or oral) not expressly set out or referred to in the Platform Operator Terms. The only remedy available to either Party in respect of any such representations, arrangement, understanding or agreement shall be for the breach of contract under the provisions of this Platform Operator Terms.
20.1.2 Nothing in this Clause 20 shall operate to exclude any liability for fraud.
20.2 Amendment and modification. No amendment, modification or change to any provision of this Platform Operator Terms, nor consent to any departure by either Party therefrom, will in any event be effective unless the same shall be in writing and signed by the other party, and then such consent will be effective only in the specific instance and for the specific purpose for which given. Notwithstanding the foregoing, the Platform Operator agrees that the Company is entitled to amend this Platform Operator Terms at any time upon written or electronic notice to the Platform Operator of not less than 7 days prior to the effective date of such amendment.
20.3 Severability. If any provision of the Platform Operator Terms is found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable:
20.3.1 such illegality, invalidity or unenforceability shall not affect the other provisions of the Platform Operator Terms, which shall remain in full force and effect; and
20.3.2 if such provision would cease to be illegal, invalid or unenforceable if some part of the provision were modified or deleted, the provision in question shall apply with such minimum modification or deletion as may be necessary to make it legal, valid and enforceable.
20.4 Assignment. The Platform Operator Terms and all the rights and obligations of the Company under it may be assigned, transferred, novated or otherwise dealt with by the Company by giving a written notice to the Platform Operator, and will inure to the benefit of the successors and assigns of the Company, and the Platform Operator shall do all things necessary to facilitate such assignment, transfer, novation or dealing. This Platform Operator Terms and all the rights and obligations of the Platform Operator under the Platform Operator Terms are personal to the Platform Operator and the Platform Operator shall not delegate, assign, sub-licence or sub-contract any of those rights and/or obligations to any third party without the Company's prior written consent.
20.5 Notice. Except as otherwise provided in the Terms, any notice provided by the Company to the Platform Operator hereunder shall:
20.5.1 be in writing and in the English Language and delivered personally or by registered post with receipt, electronic mail or by fax transmission and be addressed to the last address or fax number provided to the Company by the Platform Operator; and
20.5.2 be deemed to have been received, (a) in the case of a letter, delivered personally by hand when left at the relevant address or two (2) days after it has been put into the post; (b) in the case of electronic mail, be deemed to have been received on the first working day following the date of delivery or sending as the same is sent, provided that no notice of delivery failure is received by the sender; and (c) in the case of a fax, at the time of dispatch when a complete and legible copy is received by the addressee.
20.6 No Waiver. No omission or delay on the Company's part in exercising any or part of its rights under the Terms shall operate as a waiver thereof.
20.7 Third Party Rights. A Person who is not a Party to the Platform Operator Terms has no right under the Platform Operator Terms under the Civil and Commercial Code of Thailand to enforce any term of the Platform Operator Terms.
20.8 Translated Agreement. Any translation of the Platform Operator Terms is provided solely for the Platform Operator's convenience and is not intended to modify the provisions of the Platform Operator Terms. In the event of a conflict between the English version of the Platform Operator Terms and a version in a language other than English, the English version shall prevail.
20.9 Governing Law and Jurisdiction. The formation, construction, performance, validity and all aspects whatsoever of this Platform Operator Terms shall be governed by the laws and regulations of Thailand. The Parties hereby irrevocably agree to submit themselves to the exclusive jurisdiction of the courts of Thailand.
20.10 Revision Date. The latest revision of the Platform Operator Terms is dated November 30, 2016.