Terms & Conditions

1. Definitions

In these Terms and Conditions, the following definitions apply:

• "We," "Us," "Our," or "aruncounad" refers to aruncounad, a legal advisory practice operating in Thailand.
• "Client," "You," or "Your" refers to the individual or entity engaging our legal advisory services.
• "Services" refers to the legal advisory services we provide, including corporate transactions, regulatory counsel, and compliance assistance.
• "Engagement" refers to a specific matter or project for which we are retained to provide Services.
• "Agreement" refers to these Terms and Conditions together with any engagement letter or scope of work document.

2. Acceptance of Terms

By engaging our Services, submitting an inquiry through our website, or entering into an engagement letter with aruncounad, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

To engage our Services, you must be at least 18 years of age and have the legal capacity to enter into binding agreements under Thai law. If you are engaging Services on behalf of an organization, you represent that you have the authority to bind that organization to these terms.

3. Legal Advisory Services

3.1 Scope of Services

We provide legal advisory services in the following practice areas: mergers and acquisitions, banking and finance regulatory counsel, and data privacy compliance under Thailand's Personal Data Protection Act. The specific scope of Services for each Engagement will be defined in an engagement letter or scope of work document.

3.2 Engagement Process

Each Engagement begins with an initial consultation to understand your requirements and determine whether we can assist. If we agree to proceed, we will provide an engagement letter specifying the scope of Services, fee arrangements, timeline expectations, and responsible counsel. Services commence upon your acceptance of the engagement letter.

3.3 Professional Standards

Our Services are provided in accordance with the Code of Professional Conduct established by the Lawyers Council of Thailand and applicable professional regulations governing legal practice in Thailand. We maintain professional indemnity insurance as required by regulatory authorities.

4. Client Responsibilities

4.1 Information Provision

You agree to provide accurate, complete, and timely information necessary for us to perform the Services. You acknowledge that the quality and timeliness of our advice depends on the accuracy and completeness of information you provide. We are entitled to rely on information you provide without independent verification unless circumstances suggest otherwise.

4.2 Cooperation

You agree to cooperate with us in a timely manner, respond to inquiries and requests for information, make decisions within reasonable timeframes, and provide access to personnel, documents, and systems as needed for us to perform the Services.

4.3 Use of Advice

You acknowledge that our Services constitute legal advice for your use in making informed business decisions. You remain responsible for all business decisions and their consequences. Our advice is provided for the specific matter and time period covered by the Engagement and should not be relied upon for other purposes without our express written consent.

5. Fees and Payment

5.1 Fee Structure

Our fees are specified in the engagement letter for each matter. Fee arrangements may include fixed fees, capped fees, hourly billing, or other structures appropriate to the Engagement. All fees are quoted in Thai Baht unless otherwise agreed in writing.

5.2 Payment Terms

Invoices are issued monthly for ongoing Engagements or upon completion for fixed-fee matters. Payment is due within 30 days of invoice date unless alternative terms are specified in the engagement letter. We accept payment by bank transfer to our designated account.

5.3 Expenses

You agree to reimburse reasonable expenses incurred in connection with the Services, including government filing fees, translation costs, courier charges, and travel expenses when approved in advance. Expenses are billed at cost with supporting documentation.

5.4 Late Payment

Overdue amounts may accrue interest at the rate of 1.5% per month or the maximum rate permitted under Thai law, whichever is lower. We reserve the right to suspend Services for accounts more than 60 days overdue until payment arrangements are made.

6. Confidentiality

We maintain strict confidentiality of all information you provide in connection with our Services, consistent with professional obligations under Thai law and attorney-client privilege principles. Client information is disclosed only with your consent, as required by law or court order, or as necessary to provide the Services with your knowledge.

Confidentiality obligations extend to all personnel working on your matter and continue beyond the conclusion of the Engagement. We maintain secure document management systems and access controls to protect confidential information.

7. Intellectual Property

Documents we prepare specifically for your Engagement, including legal opinions, transaction documents, and compliance frameworks, are provided for your use in the matter for which they were prepared. You may not use these documents for other purposes or provide them to third parties for use in other matters without our consent.

Templates, forms, methodologies, and other materials we develop for general use across Engagements remain our intellectual property. The advice and strategies we develop for your specific matter are yours to implement, subject to the limitations on use described in these Terms.

8. Limitations and Disclaimers

8.1 Scope of Representation

Our Services are limited to the specific scope defined in the engagement letter. Unless expressly agreed in writing, we do not provide advice on tax matters, accounting matters, business strategy, or areas of law outside our stated practice areas. We recommend you engage appropriate specialists for matters outside our scope.

8.2 No Guarantees

While we strive to provide high-quality legal advice, we cannot provide assurance of specific outcomes. Legal and regulatory matters involve uncertainty, and outcomes depend on factors beyond our control including regulatory decisions, counterparty actions, and future legal developments.

8.3 Changes in Law

Our advice is based on Thai law as it exists at the time the advice is provided. We are not responsible for updating advice to reflect subsequent changes in law, regulation, or administrative practice unless we have agreed to provide ongoing advisory services covering such updates.

9. Limitation of Liability

To the maximum extent permitted under Thai law, our total liability to you for any claims arising from or related to our Services, whether in contract, negligence, or otherwise, shall not exceed the fees actually paid to us for the specific Engagement giving rise to the claim.

We shall not be liable for indirect, consequential, special, or punitive damages, including loss of profits, business interruption, or loss of business opportunities, even if we have been advised of the possibility of such damages.

These limitations do not apply to liability arising from our willful misconduct or gross negligence, or where limitation would be contrary to professional regulations or public policy under Thai law.

10. Termination

10.1 Termination by Client

You may terminate an Engagement at any time by providing written notice. Upon termination, you remain responsible for payment of fees for Services performed through the termination date and any expenses incurred.

10.2 Termination by aruncounad

We may terminate an Engagement if: fees remain unpaid despite reasonable notice, you fail to cooperate or provide necessary information, a conflict of interest arises that cannot be waived, continuation would violate professional obligations, or we determine we cannot provide competent representation.

10.3 Effect of Termination

Upon termination, we will provide you with copies of documents in our files related to the Engagement, subject to payment of outstanding fees. We are entitled to retain copies for our records. Confidentiality obligations survive termination indefinitely.

11. Dispute Resolution

11.1 Governing Law

These Terms and Conditions and all Engagements are governed by the laws of Thailand. Any disputes shall be subject to the exclusive jurisdiction of the courts of Thailand.

11.2 Informal Resolution

In the event of any dispute arising from our Services, we encourage you to first contact us directly to discuss resolution. Many concerns can be addressed through open communication and good-faith discussion.

11.3 Mediation

If informal resolution is not successful, we are willing to participate in mediation before a mutually agreed mediator to attempt to resolve the dispute before pursuing litigation. Mediation costs shall be shared equally unless otherwise agreed.

12. General Provisions

12.1 Entire Agreement

These Terms and Conditions, together with any engagement letter and scope of work documents, constitute the entire agreement between you and aruncounad regarding our Services and supersede all prior discussions, understandings, or agreements.

12.2 Amendments

We may update these Terms and Conditions from time to time. Changes become effective for new Engagements commenced after the updated terms are posted on our website. Existing Engagements continue under the terms in effect when the Engagement began unless we mutually agree otherwise in writing.

12.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

12.4 Waiver

Our failure to enforce any provision of these Terms on one occasion does not constitute a waiver of our right to enforce that provision on future occasions.

12.5 Assignment

You may not assign your rights or obligations under these Terms or an Engagement without our prior written consent. We may assign our rights and obligations with reasonable notice to you, provided the assignment does not materially affect the Services.