Clyde & Kensington Co., Ltd - Terms & Conditions
(Sales Training & Sales Consulting)
Contracting Entity. Clyde & Kensington Co., Ltd, a company incorporated in Thailand under company number 0105568213185, with registered office at 288/301 Liap Klong Song Rd, Bangchan Subdistrict, Klong Sam Wa District, Bangkok, 10510, Thailand (“C&K”).
Acceptance by Conduct. By signing an Order (Booking Form / Statement of Work / Proposal), issuing a purchase order referencing an Order, emailing acceptance, paying an invoice referencing these Terms, or attending scheduled sessions after receiving these Terms, the Client agrees to be bound by these Terms.
Order of Precedence. If these Terms conflict with an Order signed by both parties, the Order prevails to the extent of the conflict.
1) Payment Terms
1.1 Currency. Unless an Order states otherwise, invoices are issued in EURO. At C&K’s option and on request, invoices may be issued or settled in USD, GBP, THB, or PHP at C&K’s applicable FX conversion. Client bears bank/transfer charges.
1.2 Prepayment (Default). Fees (and any quoted expenses) are due in full in advance upon invoice unless an Order expressly provides different payment terms. C&K has no obligation to reserve dates, commence performance, deliver materials, or grant licenses until cleared funds are received.
1.3 Taxes & Withholding (Gross-Up). Fees are exclusive of all taxes, levies, and duties. If any law requires the Client to withhold taxes from a payment to C&K, the Client shall increase (gross-up) the payment so C&K receives the same amount it would have received had no withholding been required, and shall promptly provide a valid withholding tax certificate or official receipt to support@clydekensington.com. VAT will be charged in addition to the Fees.
1.4 Late Interest (only if credit terms are granted). Where an Order expressly provides credit terms, overdue amounts accrue interest at 1% per month, calculated daily and compounding monthly. C&K may suspend Services on 5 Business Days’ notice for non-payment and may release reserved dates or course places.
1.5 No Set-Off; Withholding. Client may not set off, deduct, or withhold any amounts due. If any law requires tax withholding, Client shall comply with the mechanism and gross-up under Clause 1.3 so that C&K receives the full invoiced amount.
1.6 Stamp Duty and Documentary Taxes. Each party is responsible for any stamp duty, documentary taxes, or similar levies imposed by its own jurisdiction in connection with this Agreement and any Order. Client is responsible for such charges in its jurisdiction relating to payments hereunder; C&K will bear any legally required Thai stamp duty applicable to it. For clarity, each party remains responsible for its own income taxes.
2) Definitions and Interpretation
2.1 Client: the company or individual purchasing the Services.
2.2 Services: collectively, Training Services and Consulting Services provided by C&K under an Order.
2.3 Training Services: design and delivery of training (open/public, in-house, or virtual), including related materials.
2.4 Consulting Services: advisory work, audits, workshops, sales consulting, reports, and follow-up consultancy (on-site or remote).
2.5 Order: a Booking Form, Statement of Work, proposal, or other ordering document accepted by C&K in writing (email sufficient).
2.6 Delegate: an attendee of Training Services.
2.7 Fees: charges payable for the Services, exclusive of Taxes and expenses.
2.8 Business Day: a day (other than Saturday, Sunday, or public holiday) when banks are open for business in Thailand.
2.9 Confidential Information: information identified as confidential or which is confidential by nature.
2.10 Days: Unless stated otherwise, references to “days” mean Business Days; calendar days are stated as such where used.
2.11 Taxes: all present and future taxes, duties, levies, imposts, withholdings, and similar charges (including related penalties and interest), other than a party’s own income taxes.
3) Scope; Ordering; Changes
3.1 C&K will provide the Services described in the applicable Order. A booking is binding when accepted by C&K in writing or when C&K starts performance.
3.2 Change Control. Client requests to change dates, scope, venue, delegate numbers, or deliverables may adjust Fees and timeline. Changes are effective only when agreed in writing.
4) In-House Training and Consulting
4.1 Bookings are confirmed in writing and are binding on acceptance.
4.2 Facilities & Access. For in-house delivery, Client will provide suitable training space, AV (screen/projector, speakers, microphones as needed), flipcharts/markers, and Wi-Fi, and will ensure reasonable access to personnel/data necessary for performance.
4.3 Virtual Delivery. Client will ensure Delegates have stable internet, compatible devices, and platform access. Recording is not allowed unless otherwise agreed.
4.4 Acceptance (Consulting Deliverables). Upon delivery, the Client has 5 Business Days to notify C&K in writing of any specific, reasonable non-conformities with the Order. In the absence of such notice, the Deliverables are deemed accepted. C&K will use reasonable efforts to promptly remedy any substantiated non-conformities.
4.5 Client-initiated Reschedule (In-House/Consulting). Client may reschedule up to two times without charge if requested more than 20 Business Days before the start date; the new date(s) must be within 90 days of the original date(s). Otherwise, the following reschedule charges apply (plus committed, non-recoverable travel/venue/visa costs):
15–20 Business Days: 10% of Fees;
8–14 Business Days: 20% of Fees;
7 Business Days or fewer: 30% of Fees.
4.6 Client-initiated Cancellation (In-House/Consulting). If the Client cancels more than 30 calendar days before the start date, Fees paid will be refunded less any committed, non-recoverable costs. If the Client cancels 30 calendar days or fewer before the start date, Fees are non-refundable and 100% of Fees are payable, plus committed, non-recoverable costs.
4.7 Provider-initiated Changes. If C&K reschedules or cancels due to legitimate reasons (including trainer illness, safety concerns, client site issues, or force majeure), liability is limited to a refund or credit of the Fees for the affected session(s); travel or incidental costs are excluded.
5) Recording; Materials; Intellectual Property
5.1 No Recording. Clients and Delegates shall not audio/video record, live stream, or otherwise capture any Training without C&K’s prior written consent.
5.2 Materials License (Training). On full payment, C&K grants Client a non-exclusive, non-transferable, revocable license to use the delivered training materials internally for Client’s personnel. External redistribution, publication, commercial exploitation, or use for AI/system training or benchmarking is prohibited unless expressly agreed in writing.
5.3 Consulting Deliverables. On full payment, Client receives a perpetual, non-exclusive license to use the specific Deliverables for its internal business purposes. C&K retains all pre-existing methodologies, templates, tools, and know-how.
5.4 Client Content. The Client warrants that it has the right to provide any content or materials and grants C&K a license to use such content solely to perform the Services. Client will indemnify C&K against third-party claims arising from Client-provided content.
6) Confidentiality and Data Protection
6.1 Confidentiality. Each party will keep the other party’s Confidential Information confidential and use it only to perform this Agreement, subject to customary exceptions (required by law/regulator/court; already known; independently developed; or public through no fault of the receiving party).
6.2 Personal Data (Thai PDPA). C&K will handle personal data of Delegates and Client contacts in accordance with Thailand’s Personal Data Protection Act B.E. 2562 (2019) and applicable subordinate regulations/guidelines, as well as any other data-protection laws that apply where Services are delivered. A PDPA Privacy Notice is provided at the point of data capture. See C&K’s Privacy Policy at https://www.clydekensington.com/privacy/ for details (purposes, sharing, transfers, retention, and data-subject rights).
6.3 Each party will implement reasonable technical and organizational measures to protect personal data and Confidential Information.
7) Compliance; Safety; Travel
7.1 Each party will comply with applicable laws, including anti-bribery, trade sanctions, export controls, and health & safety.
7.2 Client is responsible for ensuring on-site conditions are safe and compliant and for obtaining any required visas/work permits for on-site delivery.
7.3 Client is responsible for the Delegates’ conduct and adherence to anti-harassment and safety standards.
7.4 Travel & Accommodation.
(a) Open Courses: Client/Delegate is responsible for all travel, accommodation, and related costs to attend, unless stated otherwise in the Order. C&K is not responsible for non-refundable costs arising from schedule changes or cancellations (see Clauses 4.5–4.7).
(b) In-House/Consulting: Unless otherwise stated in the Order, Client will reimburse agreed travel, accommodation, visa, and venue costs actually incurred and non-recoverable due to Client reschedule/cancellation.
8) Subcontracting
C&K may engage qualified associates or subcontractors, but remains responsible for the performance of the Services.
9) Warranties; Disclaimers
9.1 C&K will perform the Services with reasonable skill and care consistent with industry practice.
9.2 No Outcome Guarantee. Training and consulting are professional services; C&K does not warrant any particular business outcome (including revenue, conversion rates, or sales performance).
9.3 Except as expressly stated, all other warranties (statutory or implied) are excluded to the fullest extent permitted by Thai law.
9.4 Consumer Rights. For consumer transactions, nothing in these Terms excludes or limits any non-excludable statutory rights under applicable Thai consumer protection laws.
10) Liability
10.1 Exclusions. Neither party is liable for indirect, special, incidental, or consequential loss, or for loss of profits, revenue, goodwill, or anticipated savings.
10.2 Cap. C&K’s total aggregate liability arising out of or in connection with an Order (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) shall not exceed the total Fees paid by Client under that Order.
10.3 Carve-outs. Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability which cannot lawfully be excluded.
11) Force Majeure
Neither party is liable for delay or failure to perform due to events beyond its reasonable control, including acts of God, epidemics/pandemics, war, terrorism, strikes, power/network failures, or governmental action. Time for performance is extended accordingly. Payment obligations for Services already rendered are not excused.
12) Non-Solicitation
For 12 months after delivery of the Services, the Client will not, without C&K’s consent, solicit or engage (as an employee or contractor) any trainer or consultant who worked on the Services to the extent permitted by Thai law. General recruitment advertising not targeted at such individuals is permitted.
13) Notices
13.1 Notices must be in writing and sent by email to the addresses stated in the Order (or updated in writing).
13.2 Email notices are deemed received on the next Business Day after sending, absent a bounce-back.
14) Publicity
With Client’s prior consent (not to be unreasonably withheld or delayed), C&K may use Client’s name and logo and a high-level description of the engagement in credentials and marketing materials.
15) Assignment; Entire Agreement; Variation; Waiver; Severability; Third-Party Rights; Relationship; E-Signatures
15.1 Client may not assign or transfer this Agreement without C&K’s prior written consent.
15.2 These Terms and the applicable Order constitute the entire agreement and supersede prior discussions.
15.3 Any variation must be in writing and signed (email exchange suffices).
15.4 No failure or delay in exercising a right operates as a waiver.
15.5 If any provision is invalid, the remainder remains effective.
15.6 No person other than the parties has the right to enforce this Agreement.
15.7 The parties are independent contractors.
15.8 Electronic signatures and scanned copies are valid and have the same effect as originals.
15.9 This Agreement is in American English. If translated, the English version prevails.
16) Governing Law and Dispute Resolution (Arbitration)
16.1 Governing Law. These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of Thailand.
16.2 Good-Faith Negotiation. Any dispute will first be escalated to each party’s senior executive for good-faith negotiation for 14 days.
16.3 Arbitration. Failing resolution, the dispute shall be finally resolved by arbitration administered by THAC (Thailand Arbitration Center). The seat of arbitration is Bangkok; the language is English; there shall be one arbitrator. Interim and emergency relief are available. Judgment on the award may be entered in any court of competent jurisdiction.