Company Group
XSpring Digital
7 days ago
The Terms and Conditions of Digital Asset Broker Services
These Terms and Conditions of Digital Asset Broker Services (hereinafter referred to as the "Terms and Conditions") are applicable to XSpring Digital Company Limited, a company registered, incorporated, and existing under the law of Thailand, with its registered offices at 59 Siri Campus, Building D, 1 Floors Soi Rim Klong Phra Khanong, Phra Khanong Nuea, Vadhana, Bangkok 10110, whose business is providing services to digital asset brokers, and is licensed by the Ministry of Finance (hereinafter referred to as the "Service Provider") and regulated by the Securities and Exchange Commission (the "SEC") under the Emergency Decree on Digital Asset Businesses, B.E. 2561 (2018) (the "Emergency Decree on Digital Asset Businesses"); and service users who wish to receive digital exchange trading services from the Service Provider (hereinafter referred to as a "Service User" or "Service Users") via the website or application developed and operated by the Service Provider (hereinafter collectively referred to as the "Services").
Before receiving the Services, Service Users must agree to all these Terms and Conditions, and any other terms and conditions, and any other agreements, relevant to the Services (if any). The Service Provider may, at its sole discretion, amend these Terms and Conditions, and those other terms, conditions, and agreements, at any time by publishing these amendments on the website or application, or by other means as the Service Provider may determine from time to time. These amendments will take effect after a timeframe specified by the Service Provider, but no fewer than seven days after their publication on the website or application, or upon other notifications by the Service Provider to Service Users (depending on the circumstances), unless they are required to be amended under applicable law. In this case, they will take effect from the date of their publication on the website or application, or upon other notifications by the Service Provider to Service Users. By continuing to use the Services after the date of amendment to the Terms and Conditions, and those other terms, conditions, and agreements relevant to the Services, takes effect, the Service Users will be deemed to have accepted, and agreed to comply with, the amendment or modification. Any Service Users who refuse to accept or comply with any amendments or modifications made to the Terms and Conditions established by the Service Provider, may send written notice of objection to the Service Provider before these amendments or modifications take effect. The Service Provider reserves the right to temporarily suspend, or permanently terminate, the Services provided to the Service Users who disagree with those amendments or modifications.
To facilitate your compliance to the Terms and Conditions, the Service Provider publishes these Terms and Conditions in Thai and English. However, if there are any disputes arising in connection with the Terms and Conditions, or if there are any discrepancies or confusion between the two versions, only that in Thai will have legal effects.
The collection, use, disclosure, and/or transfer of any information or personal data of the Service Users will be in compliance with the Privacy Policy issued by the Service Provider and available on the website or application.
The Service Provider's exception to the liabilities under these Terms and Conditions will not reduce or limit the liabilities to the Service Users when there is damage to any Service User due to the Service Provider's, or any of its directors, executives, or personnel, to operate the business or perform their duties in compliance with applicable law.
Unless otherwise defined in these Terms and Conditions, the following words and expressions have the following meanings.
"Cryptocurrency" means an electronic data unit created in an electronic system or network, for the purpose of using as a medium of exchange in order to obtain a product, service, or other rights, or to exchange digital assets, and includes any electronic data unit as prescribed by the SEC.
"Digital token" means digital tokens used for investment, or digital tokens in any other forms that can be used for trading under applicable law.
"Digital asset" means cryptocurrency and digital tokens.
"Digital asset wallet" means a digital wallet used to store cryptocurrency and digital tokens.
"Account" means the account opened by a Service User and stored with the Service Provider.
"Website or application" means the website or application which was developed and operated by the Service Provider and used to provide services as a digital asset broker.
"Intellectual right" means the full rights to the following items, (including other rights extended from these rights, or arising from the renewal or modifications of these rights), which are applicable globally.
(A) Patents, registered product designs, design rights, technical or business know-how, trademarks, service marks, trade names and business names (including trade reputation in connection with these trade names), copyrights, moral rights, performer rights and broadcasting rights, other legitimate rights under these Terms and Conditions, database rights and domain names, geographical indication rights, utility models, any rights regarding registration, submission for registration, and the rights to apply for the registration of the aforementioned rights, and other rights similar to the aforementioned rights.
(B) Fair competition, and remedies for passing off activities.
(C) Trade secrets, specific secrets, and other proprietary rights, including rights in know-how and technical information.
(D) Any intellectual or industrial rights.
(A) A reference to any document, including these Terms and Conditions, means a reference to the document as amended, compiled, added to, updated, or replaced, from time to time.
(B) A reference to an introduction or a recital, terms and conditions, or addendums means a reference to the introduction or recital, terms and conditions, or addendums of or to these Terms and Conditions, and the introduction or recital, terms and conditions, or addendums will be integral part of these Terms and Conditions. Likewise, a reference to these Terms and Conditions includes the introduction or recital, terms and conditions, or addendums.
(C) Headings are included in these Terms and Conditions solely for convenience of reference, and will in no way affect the content of the Terms and Conditions, or define the Terms and Conditions or intention of any party.
(D) A reference to a law, rule, regulation, or notification in these Terms and Conditions means a reference to that law, rule, regulation, or notification as amended from time to time, and includes any law, rule, regulation, or notification that replaces that law, rule, regulation, or notification.
The Services will be provided to Service Users who have the following qualifications.
Service Users must be a natural person aged 20 and above, or Thai or foreign juristic person. Service Users must not be persons with limited communication or decision-making ability, such as those with health conditions so serious that they prevent them from receiving important services from the Service Provider.
Service Users must have the ability to apply for and open an account, and perform transactions via electronic and other channels by themselves, with no statutory restrictions on their authority and/or rights to perform transactions. They must have the rights and power to access these Terms and Conditions, without violating other covenants.
Service Users that are juristic persons must appoint at least one attorney as a contact person in charge of communication and receiving the Services.
Service Users represent and guarantee that:
they meet the qualifications specified in clause 2.1;
they will comply with the Terms and Conditions, which are legal, valid, enforceable, and applicable to them;
their entering into these Terms and Conditions, and their performance of transactions under these Terms and Conditions, do not and will not violate:
any applicable law or regulations;
for juristic-person Service Users, their corporate registration documents;
any agreements or instruments binding them or their assets;
any orders or judgments from a government agency, regulatory agency, or court with jurisdiction over them or their assets; or
any contractual prohibitions that bind them, or that affect them or their assets;
they have the authority to enter into, comply with, and deliver, and perform any necessary acts to ensure that the entering into, compliance with, and delivery of these Terms and Conditions, and transactions under these Terms and Conditions, will be approved; and
the particulars given are true and correct as of the date of giving them or the specified date, as detailed below:
their personal data provided to the Service Provider, information about registration or order placements, and other information given, are true and correct in all material aspects, and will not cause misunderstanding of their essence; and
no performance or omission of an act, and no provision or concealing of other information, will cause the particulars, information, or data given to be untrue, or misunderstanding of their essence.
Service Users can register to open only one account to receive the Services under the Service Provider's Customer Onboarding Policy on the website or application. They can choose their preferred types of services, and they must only choose it by themselves.
To use the Services on the website or application, Service Users must open user accounts, and provide all necessary information, and may need to amend or provide additional information if there are any changes to the particulars provided in the initial registration form. Once the Service Users have opened their user accounts, they agree and will comply with the following instructions.
Service Users must create strong passwords that are not used on other websites or for other online services.
Service Users must provide the correct, up-to-date, and true information about them.
Service Users must take the Suitability Test.
Service Users must always maintain, provide additional information to, and update the information contained in their user accounts.
Service Users must keep their passwords confidential and never disclose them, or engage in any act that may cause their passwords to be known to other people, and they must keep their user accounts safe and secure by protecting their passwords, and restricting access to their accounts.
Service Users must notify the Service Provider immediately if they discover or suspect an unauthorised access to, or unauthorised disclosure or use of, their user accounts, or a leak of information regarding their user accounts, or the attempts of these acts.
Service Users must be responsible for any access to their user accounts, and must take all risks that may arise from authorised and unauthorised access to their user accounts because of their own act, negligence, or fault.
Service Users agree to report, or provide details about the information contained in their user accounts, to the Service Provider, the SEC, and other government agencies with legal authority, upon their request, or when they are necessary to comply with the principles established by these bodies. Service Users also represent that all information about their digital asset trading, regardless of whether these transactions are performed through the Service Provider, are true and correct, and agree that they will keep this information updated if there are any changes to it. Service Users also agree and acknowledge that the Service Provider will approve any user accounts at its sole discretion, and may reject their applications, or limit any trading activities to which Service Users have the right throughout the terms of their accounts.
The Service Provider reserves the right to request any additional information or documents from Service Users, and the right to temporarily suspend access to all or part of their user accounts, at any time, such as when a Service User violates the scope of use specified in clause 14.
The Service Provider and Service Users each agree that these Terms and Conditions in no way constitute any legal relationship in the form of a partnership or joint venture, a principal-agent relation, or an employer-employee relationship, between both Parties, and in no way authorise either party to act on behalf of the other party.
The Service Provider considers that the purchase or sale order is inappropriate or illegal, or the Service Provider has the legal right to prohibit or terminate it, such as it is a wash sale or matched order, or an order intended for price manipulation.
The value of a purchase or sale order that will be paid by cash or digital assets exceeds the value of cash or digital assets available in the Service User's digital asset wallet that is opened with the Service Provider.
The purchase or sale could violate a legal provision or regulations established by a government agency or relevant regulatory agency.
The order is issued to comply with applicable law, regulations, or an order from a relevant government or regulatory agency, judgement or order from a court, an arbitrator, or any agency with authority to resolve a dispute.
The Service Provider has convincing information suggesting that the money or digital assets available in the Service User's digital wallet is not as represented or guaranteed by him or her during the application process.
If there is a large number of digital asset trading orders placed, causing a traffic, interruption, delay, or inability to operate normally, including the inability of a digital asset exchange to process that large number of orders and causing the trading orders to be cancelled by the digital asset exchange.
Assets in a fiat currency: All Service Users who have their accounts opened with the Service Provider must agree and allow the Service Provider to deposit their assets available in fiat currency at a commercial bank through a custody account.
Digital assets: The Service Provider will clearly separate Service Users' digital assets and keep them with a digital asset wallet provider that meets all qualifications required under applicable regulations. The Service Provider will inform Service Users of any potential risks from the deposit of digital assets, and clearly indicate which Service User holds which digital asset.
After Service Users have opened their user accounts, the Service Provider will keep assets in a fiat currency in an account specifically opened for Service Users at a commercial bank separately, with clear indication that the account is operated by the Service Provider for Service Users' benefits, as per the details provided in clause 6 (retention and custody of Service Users' assets). Service Users agree with the following terms and conditions, and to comply with the following instructions.
Service Users must accept the terms and conditions, and the privacy policy, implemented by the Service Provider.
Service Users must provide complete, accurate, and true information to support their applications for opening an account. The bank account that will be used for the deposit and withdrawal of assets in a fiat currency must be under the same name as the Service User's name.
Service Users must upload the images of their account books as evidence.
The Service Provider will establish a system to verify the amount of money to ensure it is "good funds," meaning the amount of money that a Service User can withdraw, which must not exceed his or her available funds during the placement of a withdrawal order. Service Users must confirm their transactions with the code, 2FA, or by other means of equivalent security that the Service Provider may specify.
No fees will be charged on the deposit of assets in a fiat currency, but fees will be charged on the withdrawal of assets in a fiat currency at the rates specified on the Service Provider's website or application.
The Service Provider will transact the deposits or withdrawals of assets in a fiat currency as per Service Users' orders within the timeframe specified on the Service Provider's website or application, and will send them confirmation emails upon completion.
The Service Provider will clearly separate Service Users' digital assets to ensure that the Service User who owns each particular asset can be identified without any doubt, as per the details provided in clause 6 (retention and custody of Service Users' assets). Service Users agree with the following terms and conditions, and to comply with the following instructions.
Service Users must accept the terms and conditions, and the privacy policy, implemented by the Service Provider.
Service Users can only deposit digital assets permitted by the Service Provider.
For deposits of digital assets, Service Users must examine the address of their digital asset wallet on the Service Provider's website or application. This address will be used for receiving digital assets into the Service Provider's system, which allows the deposit of digital assets transferred from digital asset wallets operated by other digital asset business operators, including hardware wallets and software wallets. Service Users must represent that they duly own and have obtained the digital assets they want to deposit.
For withdrawals of digital assets, Service Users must send withdrawal orders through the Service Provider's website or application, indicating the type and number of digital assets they wish to withdraw, and the digital asset wallet address to which these assets will be transferred. This service includes withdrawals and transfers of digital assets to digital asset wallets operated by other digital asset business operators, including hardware wallets and software wallets. Service Users must represent that the digital asset wallet address indicated is the true address of the digital asset wallet to which these digital assets are intended to be transferred. The Service Provider reserves the right to, at its sole discretion, verify the ownership of the digital asset wallet and reject transfer orders.
When a Service User withdraws a digital asset, either by transmission or transfer through a digital asset wallet, or by other means of withdrawals, from his or her account on the Service Provider's website or application, he or she will be deemed to have thoroughly examined all of the details and ensured their accuracy, and no request for the cancellation of the transaction or revocation of the order is allowed. The Service Provider holds no liability for any damage caused by an incorrect address or account number provided, or any other procedures caused by the Service User's mistake or negligence.
The Service Provider will establish a system to review the number of digital assets Service Users order to be withdrawn to ensure that they are sufficient to complete the order, and Service Users must confirm their transactions with the code, 2FA, or by other means of equivalent security that the Service Provider may specify.
Fees will be charged on deposits and withdrawals of digital assets at the rates specified on the Service Provider's website or application.
The Service Provider will transact the deposits or withdrawals of digital assets as per Service Users' orders within the timeframe specified on the Service Provider's website or application, and will send them confirmation emails upon completion.
The Service Provider will communicate with, and transmit transaction details to, digital asset custodial wallet providers at the end of the day to ensure that information will be corrected and updated daily.
The Service Provider, or its affiliated companies, including its subsidiaries and associates, and all levels of its major shareholders, the subsidiaries and associates of these major shareholders, or third parties who grant permission for the rights of the Service Provider, owns the copyrights, or has obtained the rights to and in all information, images, symbols, marks, videos, and displays on its website or application, including computer programs and all components of the website or application, unless explicitly indicated otherwise. No copies, duplication, possession of copies, backups, copying, replication, modification, or addition for the purpose of publication or for other purposes is allowed, unless with written consent from the Service Provider or otherwise indicated in the terms and conditions for the website or application.
Links may be available on the Service Provider's website or application to connect with external websites, which are administered by third parties and may not be related to the Service Provider, and in which the Service Provider has no involvement, nor has it verified their accuracy. Service Users must solely assume potential risks, and the Service Provider holds no liability for any damage that may arise from the content on, or defaults on agreements with, the external websites that are connected with the Service Providers' website or application. Therefore, it is Service Users' responsibility to read the terms and conditions of those websites before they use those services.
If a Service User finds illegal or inappropriate content on the Service Provider's website or application, please notify the Service Provider via the address, phone number, and email provided in the early part of these Terms and Conditions, for the Service Provider to suspend or remove such content from the website or application accordingly.
In the case that the website or application allows Service Users to upload content, which may include texts, images, or media files ("user-generated content"), the Service Users will still have the rights and intellectual property rights in and to that content. By uploading user-generated content onto the Service Provider's website or application, Service Users are deemed to allow the Service Provider to use that content on a royalty-free, fully-paid, non-exclusive, irrevocable, transferrable (including sub-licensing), and worldwide basis throughout the time this content is protected and the user-generated content may be possessed, operated, transferred, displayed, shown to the public, duplicated, distributed, modified, or used for the purpose of developing, improving, making available, and advertising this website or application. Service Users also agree to waive their claim rights and moral rights (and ensure to affect these waivers) regarding their user-generated content.
Service Users agree and guarantee that they will not upload or distribute any materials delivered to them by other Service Users, or any defamatory, slanderous, untrue, or illegal content, or any content that violates the intellectual property law, the personal data protection law, and relevant laws, or which persons of ordinary prudence may consider suspicious, aggressive, inappropriate, obscene, threatening, intimidating, embarrassing, distressful, rude, hateful, or otherwise unsuitable.
This website or application is operated and managed by the Service Provider, which is governed by, and permitted under, the law of Thailand. If Service Users access the Services from a location outside Thailand, they must hold responsibility to ensure their compliance with all relevant laws governing them. Service Users agree that they will not access the Services via websites in countries where their access is restricted or prohibited under relevant laws applicable to them.
Service Users must have no residence or domicile in countries or jurisdictions where the use of digital assets, transactions in which digital assets are involved, or any blockchain activities, are prohibited.
Apart from the provisions in clause 13 (Indemnity), the website or application, information, third parties' software, content uploaded by Service Users that is referred to, or any services or software provided by the Service Provider in connection with the website or application, are provided to Service Users on an "as is" basis, with neither representation nor guarantee, explicitly or implicitly. The Service Provider will not guarantee that the website or application will be without errors, interruption, spyware, malware, adware, viruses, worms, or malicious codes, and may not be able to solve or remedy these incidents.
Apart from the provisions in clause 13 (Indemnity), the Service Provider, and its directors, executives, or other personnel, reserve the right not to hold liability for any damage, expenses, or loss that may arise from the use of the website or application, directly or indirectly. These incidents include information accuracy issues, the delay of data transfers, time consumed for publication of information, interruption or connection obstacles, display errors, system stability issues, and viruses that may occur through the use of the Service Provider's website or application.
Apart from the provisions in clause 13 (Indemnity), Service Users must assume all risks regarding connection with other internet networks through the Service Provider's website or application. The accuracy of content and how it is presented elsewhere, virus attacks, theft of information, opinion expression, and any other connection are neither examined nor guaranteed by the Service Provider.
The Service Provider holds no responsibility for delay or failure that is caused by a force majeure event, an act of civil officers or any military act, a terrorist act, criminal turmoil, a war, a strike or other labour disputes, fire, storm, flood, interruption of a telecommunication or internet service or interruption incurred by a network solution provider, devices, instruments or software being non-operational, and other damage or incidents beyond the commercially-reasonable or businesswise control of the Service Provider. However, this limitation of liabilities is without prejudice to Service Users' legal rights, and the validity and enforceability of the other terms and conditions.
The Service Provider holds no liability for any damage, expense, or loss that may arise from the provisions of the website or application by the Service Provider, directly or indirectly, if that damage, expense, or loss is caused by a Service User's deposit of digital assets that have been improperly or illegally obtained with the Service Provider, or by a Service User's transfer of digital assets to a digital asset wallet of which he or she has no legal ownership.
The Service Provider agrees to provide the Services to Service Users under these Terms and Conditions, and prevent any loss or damage, and agrees to indemnify Service Users for any reasonable liability or expenses incurred by them that are directly caused by defaults by the Service Provider, or its officers, employees, or representatives, on these Terms and Conditions, or their failure to perform any obligations contemplated in these Terms and Conditions, or their act, or omission to act, with fraudulent intent, negligence, or deliberation. However, the Service Provider holds no liability for any damage incurred by a Service User that is caused by his or her fraudulent intent, negligence, or deliberation, or the fraudulent intent, negligence, or deliberation of his or her officers, employees, or representatives, or any other persons.
Service Users agree to indemnify the Service Provider, or its directors, executives, or personnel, for any damage or loss caused by, or in connection with, their acts, or failure to perform these Terms and Conditions, including legal advice costs. However, Service Users hold no liability for any damage caused by the negligence of, or intentional wrongdoings by the Service Provider, or any of its directors, executives, or personnel.
The Service Provider will not indemnify Service Users for any loss or damage caused by their deposit of digital assets with the Service Provider that have been improperly or illegally obtained, or by a Service User's transfer of digital assets to a digital asset wallet of which he or she has no legal ownership.
By accessing or using the website or application, Service Users agree to refrain from any acts that will violate applicable laws, agreements, intellectual property, or the rights of third parties, or any acts that appears to infringe the rights of others including not infringing or violating any rules, regulations, conditions, or announcements of the Service Provider and the Service Users are solely responsible for all actions under his/her account while using the website/application.
The Service User agrees to refrain and will not comply in the followings:
use the website or application for any acts of intentional interference of the system; disturb, annoy, cause damage to, destroy, or cause adverse effects to other Service Users, or prevent them from using the website or application at its full potential; have behaviour that may cause damage to, or disable, the system; or add workloads, or cause interruption to, the website or application in any manner;
use the Service Provider's website or application to pay for or support, or have any behaviour that suggests their intention to use the website or application for, illegal betting, fraud, ponzi schemes, money-laundering, financing of terrorism or other illegal activities, or activities that violate public morality;
use robot programs, spyder scrapers, or other automatic methods or interfaces that are not provided by the Service Provider, to access the website or application, or steal data;
use computer systems or programs that are not provided by the Service Provider to access a website or application, or illegally make copies of data or information;
use, or intend to use, accounts of other Service Users without consent;
intend to avoid technological measures, or procedures for screening or examining any data, information, or content, that are established by the Service Provider; or attempt to access any services or service areas of prohibited websites or applications;
develop external programs to use with the website or application without prior written consent from the Service Provider;
provide false, inaccurate, or misleading information;
support, or persuade third parties to take, any acts that are prohibited under these Terms and Conditions; or
commit offences under the computer-related crime law or the cybersecurity law.
15.1 Service Users agree and acknowledge that they must pay costs and fees, as indicated on the Service Provider's website or application, for their use of digital asset trading services through the Service Provider.
15.2 The Service Provider is entitled to compensation for any expenses incurred by it for the performance of their obligations under these Terms and Conditions, such as fees payable to commercial banks and expenses other than those aforementioned. The Service Provider must present evidence of these expenses to Service Users, and send relevant receipts to them once the compensation has been received in every case.
16.1 Service Users acknowledge and understand that the Service Provider does not provide advice or consultancy on taxes or relevant financial matters, therefore, suggests that they consult with tax or financial advisors on relevant matters if they are unsure about tax or financial effects on their entering into these Terms and Conditions.
16.2 Service Users are responsible for their own taxes, which may arise from their business operations or their use of the Service Provider's Services, or from the sharing of profits or other similar benefits earned through the use of the Services, and pay them to relevant tax authorities. Service Users agree that the Service Provider is not obliged to deduct taxes on their behalf.
16.3 Each party confirms and acknowledges that they hold their personal liability, and must at all times be responsible for their own tax obligations and burden, including tax filing and tax payments, under applicable law, and costs and fees payable to, or to be received by, the other party or third parties under these Terms and Conditions.
16.4 Costs and fees payable by Service Users to the Service Provider under these Terms and Conditions are exclusive of any value-added tax (VAT). However, if these costs and fees are subject to VAT, the Service Provider has the right to demand it from Service Users at the rate specified under applicable law. In this case, the Service Provider will issue and deliver the VAT certificate containing complete information as required under applicable law to the Service Users.
16.5 Unless otherwise indicated in these Terms and Conditions, if Service Users must withhold or deliver any taxes or other amounts to government agencies, tax authorities, or other bodies with legal regulatory authority, upon their payment of costs, fees, or other payments to the Service Provider under these Terms and Conditions, they must withhold those taxes or those other amounts from these costs and fees, or these other payments, and deliver them to relevant authorities at the rates, and within the timeframes, specified under applicable law. In this case, Service Users agree that they will issue and deliver the evidence of the withholding, and the evidence of the delivery of the amounts, containing complete and correct information or items as required under applicable law, such as a withholding tax certificate, to the Service Provider immediately. If the Service User fails to do so, or if the information or items contained in the evidence issued by the Service User for the Service Provider are incomplete, the Service User must be liable for any damage, including, without limitation, taxes, surcharges, fines, penalties, and other damages that are or will be incurred by the Service Provider, because of that failure or act by the Service User.
16.6 If these Terms and Conditions are subject to stamp duties, Service Users must fully pay, and will be solely responsible for the full payment of, these stamp duties, including any surcharges, within the timeframe specified under applicable law.
The parties agree to keep information that becomes known to them, or is obtained from the other party, due to their performance of these Terms and Conditions, confidential throughout the term of these Terms and Conditions, and for one more year after the expiration date, and strongly agree not to disclose it to any person irrelevant to the performance of obligations under the Terms and Conditions.
However, this clause will not apply if:
the information is disclosed with written consent from the other Party;
the information is disclosed to any of the following persons:
directors, executives, or personnel of custodians for the purpose of performing their obligations under relevant terms and conditions;
agents, to whom disclosure is necessary for purposes regarding the provision of services under relevant terms and conditions;
auditors, or legal, financial or other professional advisors, engaged by the Service Provider;
any person to whom the Service Provider is required or permitted under applicable law, statutory, or rules and regulations, to disclose information;
courts or juries in charge of lawsuits, arbitration cases, or other legal proceedings in relevant jurisdictions; or
regulatory agencies, regulators, government or semi-government agencies, state enterprises, stock exchanges, financial organisations, or independent regulatory agencies, whether organised by the government or not, with authority to govern the Service Provider;
the information is disclosed in compliance with legal provisions, or court judgement or orders; or it is disclosed by virtue of the securities law or other relevant laws, or in compliance with the regulations and practices established by the SEC and the Stock Exchange of Thailand; or
the information has been disclosed, or generally known to the public, through no default by the Parties on these Terms and Conditions.
The parties all agree that the following events are considered as defaults of the Terms and Conditions.
A party violates or breaches, or omits to comply with any provision under, these Terms and Conditions, and that violation, breach, or omission is irremediable.
A party violates or breaches, or omits to comply with any provision under, these Terms and Conditions, and that violation, breach, or omission is remediable, and the non-defaulting party sends notice to the defaulting party and requires that the incident be remedied within 15 days after the date the notice is received or arrives, but the defaulting party fails to do so within the specified timeframe.
One party becomes bankrupt, or is imposed with absolute receivership by a court order in a bankruptcy case.
The Service Provider discovers improper behaviour by a Service User, such as intentional concealing or misrepresenting information requested, or providing inaccurate or incomplete information, which is the reason causing mistakes in financial analysis or opinions, that may cause damage to any party in the future.
There is a change in the economic situation, or an amendment to applicable law or regulations established by a government agency, which prevents the Service Provider from providing the Services, or causes the Service User to no longer meet the qualifications suitable for the use of the Services.
The use of the Service Provider's system by a Service User fails to comply with the conditions, methods, or time frame indicated by the Service Provider.
21.1 These Terms and Conditions contain the understanding and agreement of and between the parties, and will supersede any previous agreements, whether explicit or implied, between them.
21.2 If any laws or regulations, including, without limitation, rules, notifications, orders, or regulations of regulatory agencies, is enacted or amended, Service Users agree and acknowledge that the Service Provider may modify these Terms and Conditions to conform with those rules, notifications, orders, or regulations of regulatory agencies that will take effect, to the extent that the modifications carry no discrepancy with permission given to the Service Provider under the Emergency Decree on Digital Asset Businesses. If there must be modifications to these Terms and Conditions, the Service Provider will issue the amended terms and conditions, and Service Users acknowledge that they must accept them in writing or by electronic means as the Service Provider will notify them.
22.1 Service Users can neither assign nor transfer these Terms and Conditions, or their rights or obligations under these Terms and Conditions, wholly or partially, to any third parties, unless with prior written consent from the Service Provider.
22.2 The Service Provider may assign or transfer its rights or obligations under these Terms and Conditions, wholly or partially, and Service Users agree that they will consent to those assignments or transfers, and provide all necessary assistance and support, including signing all documents, at the Service Provider's request.
23.1 No delay or failure by a party in the exercise of any of its rights, power, or rights to remedies to which it is entitled under applicable law or these Terms and Conditions will constitute the waiver of those rights, power, or rights to those remedies.
23.2 A single or partial exercise of any right, power, or remedy by a party under applicable law or these Terms and Conditions will not preclude any other or further exercise of that right, power, or remedy, or exhaust that right, authority, or remedy.
These Terms and Conditions are governed by, and construed under, the law of Thailand, and the Thai courts have jurisdiction over resolutions of any disputes, conflicts, or claims arising from, or in connection with, these Terms and Conditions, or defaults on, or the termination or invalidity of the agreement.
The Service Provider has the right to petition for injunction from courts with jurisdiction regarding its trademarks, intellectual property rights, or confidential information (including claims or disputes regarding, or objection to the validity of, the trademarks), or to ensure its safety and security.
25.1 Severability: If any provision or condition under these Terms and Conditions is or becomes illegal, null and void, voidable, invalid, or unenforceable, the other provisions or conditions will not be affected, and will remain in full force and effect. Service Users agree and confirm that the Service Provider may amend the provision under these Terms and Conditions that becomes illegal, null and void, voidable, invalid, or unenforceable, to the extent that the original intent of the Terms and Conditions remains unchanged, and as permissible under applicable law.
25.2 Force majeure: The Service Provider will be released from its obligations and liability regarding its performance of the Terms and Conditions, to the extent that the performance of its obligations is prevented or delayed, wholly or partially, due to an event beyond its control. These events include, without limitation: (a) climates and acts of God; (b) acts of the public enemy, wars, invasion, or hostilities (whether war be declared or not), beyond reasonable control; (c) sanctions; (d) strikes; and (e) errors or destruction of the core hardware, or failure in the software or networks.
25.3 Electronic communication regarding the website or application provided by the Service Provider: The Service Provider may communicate with Service Users via email, or by notification or publication on the website or application. Service Users agree and confirm that agreements, notice, disclosure, and other communication that are provided or delivered by the Service Provider to Service Users via electronic means comply with legal provisions under which these are considered as made in writing and signed. Service Users also agree and confirm that messages or communication regarding the website or application, if delivered via electronic means, will have the same force and effects as those documented in hard copies. In the event of court proceedings, conciliation, or dispute resolution under legal provisions applicable to the Service Provider and Service Users, regarding these messages and communication, Service Users cannot claim or argue that these messages and communication do not comply with legal principles regarding documentation in hard copies and signature, that is invalid and may be deemed as non-existence of an agreement without them.
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