If it's too long to read, ask us your burning questions over call.
We tell our clients everything from the start to ensure full transparency and trust as the new norm for business.
1.1 The Gift-Based Consultancy: established in Loei, Chamber of Commerce no. 5421000079128
1.2 Customer: the party which The Gift-Based Consultancy has entered into an agreement with.
1.3 Parties: The Gift-Based Consultancy and the customer or consumer that is acquiring the consulting services of The Gift-Based Consultancy.
1.4 Consumer: a customer who is an individual acting for private purposes.
1.5 Contractor: A freelance contractor who The Gift-Based Consultancy is getting support from or is outsourcing work to.
1.6 Consultancy Services: The consultancy services that are carried out by The Gift-Based Consultancy and received by the customer or consumer.
1.7 Consultancy Agreement: the contract in which parties define the pricing, terms and goals of the consultancy services.
2.1 These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of The Gift-Based Consultancy.
2.2 Parties can only deviate from these conditions if they have explicitly agreed upon it in writing.
2.3 The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.
3.1 The Gift-Based Consultancy offers services on the basis of a pricing method called “Performance-Gifting Partnership” (PGP) and “Client’s Choice Subscription” (CCS).
3.2 All prices used by The Gift-Based Consultancy are exclusive of any other costs such as administration costs, levies and travel-, shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise.
4.1 The Performance-Gifting Partnership is a pricing method.
4.2 The Performance-Gifting Partnership are applicable and available as an agreement between The Gift-Based Consultancy and the Customer or the Consumer.
4.3 All Performance-Gifting Partnerships are recorded in writing and signed by the parties.
4.4 In all Performance-Gifting Partnerships, a range of a minimum and maximum in price (“the fee”) is given and agreed upon in writing by the parties.
4.5 The fee is released upon the finishing of the consultancy contract between parties.
4.6 In all Performance-Gifting Partnerships, the final price that is paid to The Gift-Based Consultancy is between the minimum and maximum previously agreed upon in writing by parties, except when the Customer or Consumer wants to add a bonus that exceeds the maximum initially agreed upon.
4.7 Bonuses by the Consumer or Client to The Gift-Based Consultancy need to be recorded in writing and agreed upon by parties.
4.8 The final price that is paid by the consumer or customer to The Gift-Based Consultancy should be based on and justifiable of the performance-review that is filled on by the customer or consumer.
4.9 The Performance-Gifting Partnership may be put into a monthly payment plan rather than a one-time payment plan, provided that the customer has already had an initial fixed-term agreement under the Performance-Gifting Partnership in the past.
5.1 The Client-Crafted Subscription (CSS) is a monthly subscription payment plan for consultancy services of which the monthly price is decided by the customer and accepted or rejected by The Gift-Based Consultancy.
5.2 In all Client-Crafted Subscriptions, the customer is allowed to change the payment price with a notice to The Gift-Based Consultancy of a month, provided that The Gift-Based Consultancy accepts this change and has a written record of the agreement of both parties.
5.3 In all Client-Crafted Subscriptions, the hours in which The Gift-Based Consultancy will dedicate its services to the customer are pre-determined on a monthly basis, in writing.
5.4 The Client-Crafted Subscription can be recorded in a fixed-term contract as well as an open-term contract.
5.5 If the Client-Crafted Subscription in a fixed-term contract ends, it will automatically be converted to an open-term contract, except if the customer provides notice of intent to terminate at least one month before the end-date of the fixed-term contract between parties.
6.1 The performance-review is a review made by the consumer or customer upon the end date of the consultancy agreement between parties, relating to the consultancy services of The Gift-Based Consultancy.
6.2 All performance reviews have to be completely filled in within seven days of the end date of the contract between parties.
6.3 All performance-reviews should be filled in honestly.
6.4 In the case that the performance-review is not filled in by a consumer, a representative of said customer should fill in the performance-review.
6.5 The representative of the customer that fills in the performance-review has to have been involved considerably with the work and should be agreed upon in writing by The Gift-Based Consultancy and the customer.
6.6 All performance reviews should be finished and shared with The Gift-Based Consultancy within seven days of the end-date of the consultancy contract agreed upon between parties.
6.7 If the performance-review is not finished and shared with The Gift-Based Consultancy within seven days, The Gift-Based Consultancy reserves the right to fine the late customer or consumer with (the currency equivalent of) a 100 dollars.
6.8 The payment to The Gift-Based Consultancy should be preceded by a completely filled-in performance-review that is shared digitally with The Gift-Based Consultancy. The Gift-Based Consultancy reserves the right to fine the customer or consumer (the currency equivalent of) 700 dollars upon the failure to procure and share with The Gift-Based Consultancy a complete performance-review within the timeframe of the payment term agreed upon by parties.
6.9 The performance-review should not be filled in by an automated artificial intelligence programme. The Gift-Based Consultancy reserves the right to fine the customer or consumer (the currency equivalent of) a 500 dollars upon suspicion with evidential foundation that the performance-review has been filled in by someone or a programme other than the customer or consumer.
6.10 The customer or consumer cannot be fined if it is evident that The Gift-Based Consultancy did not provide the customer or consumer with (a complete and fillable) version of the performance-review before or on the end-date of the consultancy agreement .
7.1 In all Performance-Gifting Parternships, the customer or consumer must have paid the fee within 14 days after the end-date of the consultancy agreement.
7.2 Payment terms are considered as fatal payment terms. This means that if the customer or consumer has not paid the agreed amount at the latest on the last day of the payment term, they are legally in default, without The Gift-Based Consultancy having to send the customer a reminder or to put them in default.
7.3 The payment should be in line with the Performance-Gifting Partnership and the consultancy agreement between parties.
8.1 In all Client-Crafted Subscriptions, the customer or consumer must have paid the monthly fee at least within 14 days after the agreed upon monthly date.
8.2 Payment terms are considered as fatal payment terms. This means that if the customer or consumer has not paid the agreed amount at the latest on the last day of the payment term, they are legally in default, without The Gift-Based Consultancy having to send the customer a reminder or to put them in default.
8.3 The payment should be in line with the Client-Crafted Subscription regulations and the consultancy agreement between parties.
8.4 Gifts and donations to The Gift-Based Consultancy are welcomed, but these gifts and donations cannot be legally considered a donation.
8.5 All payments to The Gift-Based Consultancy have to be documented in the taxes of the customer and cannot be written off as donations.
9.1 If the customer does not pay within the agreed term, The Gift-Based Consultancy is entitled to charge an interest of 2% per month for non-commercial transactions and an interest of 8% per month for commercial transactions over the fee from the day the customer is in default, whereby a part of a month is counted for a whole month.
9.2 If a fee between the established minimum and maximum of the Performance-Gifting Partnership has not been chosen yet by the customer or consumer and the payment term has already passed, the value of the fee over which interest will be charged is calculated as 50% of the maximum fee determined in the consultancy agreement.
9.3 When the customer is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation related to extrajudicial collection costs to The Gift-Based Consultancy.
9.4 The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs.
9.5 If the customer does not pay on time, The Gift-Based Consultancy may suspend its obligations until the customer has met their payment obligation.
9.6 In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the customer, the claims of The Gift-Based Consultancy on the customer are immediately due and payable.
9.7 If the customer refuses to cooperate with the performance of the agreement by The Gift-Based Consultancy, they are still obliged to pay the minimum of the agreed price according to the Performance-Gifting Partnership to The Gift-Based Consultancy.
9.8 If the payment takes longer than a month after the agreed-upon date, the fine shall be 100 dollars.
9.9 If the payment takes longer than two months after the agreed-upon date, the fine shall be 250 dollars.
9.10 If the payment takes longer than three months after the agreed-upon date, the fine shall be 500 dollars.
9.11 If the payment takes longer than four months after the agreed-upon date, the fine shall be 1000 dollars and for companies and public institutions this fine shall be 5000 dollars.
10.1 The customer waives the right to suspend the fulfillment of any obligation arising from this agreement.
11.1 The customer waives his right to settle any debt to The Gift-Based Consultancy with any claim on The Gift-Based Consultancy.
12.1 When parties have entered into a consultancy agreement, these services only contain best-effort obligations for The Gift-Based Consultancy, not obligations of results.
13.1 Thai law is exclusively applicable to all agreements between the parties.
13.2 The Thai court in the district where The Gift-Based Consultancy is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.
14.1 The Gift-Based Consultancy executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
14.2 The Gift-Based Consultancy has the right to have the agreed consultancy services (partially) performed by third parties, provided that it has obtained agreement from the customer.
14.3 The execution of the agreement takes place in mutual consultation and after written agreement by the parties.
14.4 It is the responsibility of the customer that The Gift-Based Consultancy can start the implementation of the agreement on time.
14.5 If the customer has not ensured that The Gift-Based Consultancy can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the customer at a rate of 50 dollars a day.
15.1 The customer shall make available to The Gift-Based Consultancy all information, data and documents relevant to the correct execution of the consultancy agreement in time and in a format and manner requested with written evidence by The Gift-Based Consultancy.
15.2 The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless otherwise ensuing from the nature of the agreement.
15.3 If and insofar as the customer requests this, The Gift-Based Consultancy will return the relevant documents.
15.4 If the customer does not timely and properly provide the information, data or documents reasonably required by The Gift-Based Consultancy and the execution of the agreement is delayed because of this, the resulting additional costs of 50 dollars a day for each delayed day will be charged to the customer.
16.1 The agreement between The Gift-Based Consultancy and the customer is entered into for the duration agreed upon in the consultancy agreement.
16.2 The fixed-term contract of a Performance-Gifting Partnership between parties will be terminated at the end of the contract term, with possibility for extension.
16.3 A fixed-term contract of a Client’s Choice Subscription will be tacitly converted into an open-ended contract at the end of the term, unless 1 of the parties terminates the contract with due observance of a notice period of 1 month, or if a consumer terminates the agreement with due observance of a notice period of 1 month causing the agreement to end at the end of the fixed term.
16.4 If the parties have agreed upon a term for the completion of certain activities, this is never a strict deadline, unless specified explicitly otherwise in (additions to) the consultancy agreement.
16.5 The customer must give The Gift-Based Consultancy a written reasonable term to terminate the activities, before it may either terminate the contract or claim damages.
17.1 The customer and The Gift-Based Consultancy keep any information they receive (in whatever form) from each other confidential, except when agreed upon otherwise in writing by both parties.
17.2 The same applies to all other information concerning The Gift-Based Consultancy or the customer of which the parties know or can reasonably suspect that it is secret or confidential, or of which it can expect that its disclosure may cause damage to either party.
17.3 The parties take all necessary measures to ensure that they keep the information referred to in paragraphs 1 and 2 secret.
17.4 The obligation of secrecy described in this article does not apply to information:
17.5 The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 10 years after the end thereof.
18.1 If the customer violates the articles of these general terms and conditions about secrecy or intellectual property, then they forfeit on behalf of The Gift-Based Consultancy an immediately due and payable fine of € 800 if the customer is a consumer and € 4.000 if the customer is a company or charity organisation, for each violation and in addition an amount of 5% of the aforementioned amount for each day that this violation continues.
18.2 Penalties can be reduced with written agreement from both parties.
18.3 No actual damage, prior notice of default or legal proceedings are required in forfeiting the fine referred to in the first paragraph of this article.
18.4 The forfeiture of the fine referred to in the first paragraph of this article shall not affect the other rights of The Gift-Based Consultancy including its right to claim compensation in addition to the fine.
19.1 The customer indemnifies The Gift-Based Consultancy against all third-party claims that are related to the products and/or services supplied by The Gift-Based Consultancy.
20.1 The customer must examine a service provided by The Gift-Based Consultancy as soon as possible for possible shortcomings.
20.2 If a delivered service does not comply with what the customer could reasonably expect from the agreement, the customer must inform The Gift-Based Consultancy of this as soon as possible, but in any case within 2 weeks after the discovery of the shortcomings.
20.3 The customer gives a detailed description as possible of the shortcomings, so that The Gift-Based Consultancy is able to respond adequately.
20.4 The customer must demonstrate that the complaint relates to an agreement between the parties.
20.5 If a complaint relates to ongoing work, this can in any case not lead to The Gift-Based Consultancy being forced to perform other work than has been agreed.
21.1 The customer must provide any notice of default to The Gift-Based Consultancy in writing.
21.2 It is the responsibility of the customer that a notice of default actually reaches The Gift-Based Consultancy (in time).
22.1 If The Gift-Based Consultancy enters into an agreement with several customers, each of them shall be jointly and severally liable for the fees due to The Gift-Based Consultancy under that agreement.
23.1 The Gift-Based Consultancy is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence.
23.2 If The Gift-Based Consultancy is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement.
23.3 The Gift-Based Consultancy is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.
23.4 If The Gift-Based Consultancy is liable, its liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to which the liability relates.
23.5 All images, photos, colours, drawings, descriptions on the website are only indicative and are only approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
24.1 The customer has the right to dissolve the agreement if The Gift-Based Consultancy imputably fails in the fulfilment of its obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance.
24.2 If the fulfilment of the obligations by The Gift-Based Consultancy is not permanent or temporarily impossible, dissolution can only take place after The Gift-Based Consultancy is in default.
24.3 The Gift-Based Consultancy has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfil his obligations under the agreement, or if circumstances give The Gift-Based Consultancy good grounds to fear that the customer will not be able to fulfil his obligations properly.
25.1 In the case of any disputes, both parties must be able to show considerable effort to come to an agreement before bringing the issue up in the legal system of the court with jurisdiction.
25.2 In the case of a dispute which needs to be settled in court, The Gift-Based Consultancy waives the right to request compensation from the customer for judicial costs within a year of the end-date of the court case.
26.1 A shortcoming of the parties in the fulfilment of any obligation cannot be attributed to The Gift-Based Consultancy in any situation independent of the will of said party, when the fulfilment of its obligations according to the consultancy agreement is prevented in whole or in part or when the fulfilment of its obligations cannot reasonably be required from either party.
26.2 The force majeure situation referred to in paragraph 1 is also applicable - but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
26.3 If a situation of force majeure arises as a result of which either party cannot fulfil one or more obligations towards the customer, these obligations will be suspended until the party affected by force majeure can comply with it.
26.4 From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
26.5 Either party does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.
27.1 If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the parties shall timely and in mutual consultation adjust the agreement accordingly.
28.1 The work that The Gift-Based Consultancy (partially) outsources to sub-contractors will still be under the version of the terms and conditions at the time of signing the agreement.
28.2 Sub-contractors that will (partially) perform the services in the consultancy agreement between the parties will have to be agreed upon by The Gift-Based Consultancy and the customer in writing.
28.3 The customer reserves the right to refuse the involvement of the third party requested by The Gift-Based Consultancy.
28.4 The Gift-Based Consultancy reserves the right to share all applicable information with the third party performing (a part of) the consultancy services, upon written agreement of the customer.
28.5 Any liability that can be traced back to the incompetence or fault of the sub-contractor is the responsibility and liability of the sub-contractor alone, unless The Gift-Based Consultancy was at fault in regard to the communication or instructions of the work ordered.
28.6 Upon request of the customer, The Gift-Based Consultancy should be able to reveal what services are being performed by the sub-contractor insofar as the request of the customer, except if the information is protected due to secrecy or confidentiality.
28.7 The Gift-Based Consultancy is not liable for damage done by a third-party contractor to a third person in the course of the work, unless The Gift-Based Consultancy was at fault in regard to the communication or instructions of the work ordered.
29.1 The Gift-Based Consultancy is entitled to amend or supplement these general terms and conditions.
29.2 Changes of minor importance can be made at any time.
29.3 Contracts will be governed by the general terms and conditions version that was applicable at the time of signing.
29.4 The terms and conditions version at the time of signing should be made available to a customer at any point in time by The Gift-Based Consultancy.
30.1 The customer cannot transfer its rights deferring from an agreement with The Gift-Based Consultancy to third parties without the prior written consent of The Gift-Based Consultancy.
31.1 If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions.
31.2 A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what The Gift-Based Consultancy had in mind when drafting the conditions on that issue.