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Terms & Conditions

Last Updated: 14 April 2025  ·  Effective Date: 14 April 2025

1. Definitions

"We", "Us", "Our" — Kindling Partners Co., Ltd., registered in Thailand, with offices at 88/4 Sathorn Square Tower, 21st Floor, North Sathorn Road, Silom, Bangkok 10500.

"Client", "You" — the individual or organisation that engages our services or uses this website.

"Engagement" — a consulting assignment agreed in writing between us and the Client, governed by a scope document.

"Deliverable" — the written document or other output produced as part of an Engagement.

"Scope Document" — the written agreement setting out the scope, timeline, fee, and deliverables for a specific Engagement.

"Website" — the website accessible at kindlingad.live.

2. Acceptance of Terms

By using our Website or engaging our services, you confirm that you are at least 18 years of age, have the legal capacity to enter into binding agreements, and accept these Terms and Conditions in full. If you are engaging on behalf of a company or other entity, you represent that you have authority to bind that entity.

Engagement with our consulting services is additionally governed by the Scope Document signed for each Engagement. In the event of conflict between these Terms and a Scope Document, the Scope Document prevails for the specific Engagement.

3. Service Description

We provide business consulting services in Thailand, including Market Position Studies, Organisational Structure Consultations, and Founder Reflection Sessions, as described on our Website and in individual Scope Documents. Services are primarily delivered in Bangkok, with remote components available for clients outside Bangkok.

We do not offer legal, accounting, financial, or medical advice. The output of our Engagements is analytical and advisory in nature and should not be relied upon as a substitute for professional advice in those specialist areas.

4. Engagement-Specific Terms

Scope and Changes: Each Engagement is governed by a Scope Document agreed before work begins. Any change to scope, timeline, or deliverables requires written agreement from both parties before additional work is undertaken. We will not proceed with out-of-scope work without a written change agreement.

Confidentiality: We will sign a mutual non-disclosure agreement (NDA) before beginning any Engagement. The terms of that NDA govern the handling of confidential business information shared during the Engagement. This clause survives termination of the Engagement.

Client Obligations: The Client agrees to provide timely access to information, personnel, and materials reasonably necessary for the Engagement. Delays caused by the Client may affect the timeline and are noted in the Scope Document.

5. Payment Terms

Fees are specified in Thai Baht (THB) in the Scope Document, exclusive of Value Added Tax (VAT) at the applicable rate. Payment terms are set out in the Scope Document and typically require 50% on engagement commencement and 50% on delivery of the Deliverable. We accept payment by bank transfer.

Refunds: We do not offer refunds for completed phases of work. If an Engagement is terminated by the Client before completion, fees are due for all work completed to the date of termination, calculated on a pro-rata basis against the total engagement fee. If the Engagement is terminated by us without cause, we will refund any prepaid fees for work not yet commenced.

6. Intellectual Property

Upon receipt of full payment, we grant the Client a non-exclusive, non-transferable licence to use the Deliverable for their internal business purposes. The Client may share the Deliverable with their board, advisors, and employees as necessary. The Client may not publish, licence, or sell the Deliverable to third parties without our written consent.

We retain all intellectual property rights in the methodologies, frameworks, and analytical approaches used in producing the Deliverable. The Website and all its content remain our property.

7. Disclaimers

Our consulting services are provided in good faith and to the best of our professional ability. We do not guarantee specific commercial outcomes. The analysis and recommendations in our Deliverables are based on information available at the time of the Engagement and should be reviewed before acting on them in changed circumstances.

The Website is provided "as is" without warranty of any kind. We do not guarantee that the Website will be continuously available or free from errors.

8. Limitation of Liability

To the maximum extent permitted by Thai law, our total liability to any Client arising from an Engagement shall not exceed the total fee paid by the Client for that Engagement. We shall not be liable for indirect, consequential, special, or punitive damages, including loss of profit, loss of business, or loss of anticipated savings.

Neither party shall be liable for failure to perform obligations where that failure results from circumstances beyond their reasonable control (force majeure), including natural disasters, government action, or widespread infrastructure failure.

9. Indemnification

The Client agrees to indemnify and hold us harmless against claims, damages, and costs arising from the Client's use of our Deliverables in a manner inconsistent with these Terms, or from inaccurate or misleading information provided to us during the Engagement.

10. Termination

Either party may terminate an Engagement with 14 days' written notice. We may terminate immediately where the Client has materially breached these Terms and has not remedied the breach within 7 days of written notice. The confidentiality, intellectual property, limitation of liability, and dispute resolution provisions survive termination.

11. Dispute Resolution and Governing Law

These Terms are governed by the laws of Thailand. In the event of a dispute, both parties agree to first seek resolution through good-faith negotiation. If a dispute is not resolved within 30 days of written notice, it shall be referred to mediation before the Thai Arbitration Institute or a mutually agreed mediator.

If mediation fails, disputes shall be subject to the exclusive jurisdiction of the courts of Bangkok, Thailand.

12. General Provisions

Entire Agreement: These Terms, together with any applicable Scope Document and NDA, constitute the entire agreement between the parties for the relevant Engagement.

Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force.

Waiver: Failure to enforce any provision at any time does not constitute a waiver of the right to enforce it subsequently.

Assignment: The Client may not assign their rights or obligations under these Terms without our written consent.

Notices: Notices under these Terms shall be provided in writing by email to the addresses specified in the Scope Document.

13. Changes to These Terms

We may update these Terms from time to time. The updated version will be posted on this page with a revised "Last Updated" date. For active Engagements, the Terms in effect at the time the Scope Document was signed govern that Engagement, unless both parties agree to updated Terms in writing.

14. Contact

Legal Inquiries: [email protected]

Address: Kindling Partners Co., Ltd., 88/4 Sathorn Square Tower, 21st Floor, North Sathorn Road, Silom, Bangkok 10500, Thailand