General Terms of Engagement and Disclaimer

General Terms of Engagement and Disclaimer
Closer CSS Law Co., Ltd.

Closer CSS Law Co., Ltd. (“The Firm”)
Applicable to all engagements, services, and instructions accepted by the Firm, unless otherwise agreed in writing.

Clause 1 — Definitions

In these General Terms of Engagement, the following terms shall have the meanings set out below:

Firm: the legal practice, professional company, or partnership through which the lawyers provide their
services, as identified in the Engagement Letter.

Client: the natural person or legal entity who retains the Firm, including any person acting on behalf of or for the account of a Client.

Engagement: any contract for services, whether concluded in writing, orally, or by email, between the Firm and the Client, including any supplementary, amended, or follow-on instructions

Services: all acts performed or to be performed by the Firm in connection with an Engagement, including legal advice, litigation, mediation, representation, document review, and cross-border collaboration with local counsel.

Professional Fees: the remuneration for the Services of the Firm, whether on an hourly basis, fixed fee, or agreed combination, exclusive of Disbursements and taxes.

Disbursements: costs charged by third parties or incurred by the Firm in connection with the Engagement, including court fees, bailiff costs, translation costs, notarial fees, filing fees, travel and accommodation costs, and similar expenses.

Retainer: an amount requested by the Firm from the Client, before or during the performance of the Engagement, to cover anticipated Professional Fees, Disbursements, and taxes

Engagement Letter: the written confirmation of instructions, fee proposal, or retainer agreement setting out the scope of the Engagement, the Professional Fees, and the applicability of these terms.

Clause 2 — Applicability

1. These General Terms of Engagement apply to all Engagements accepted by the Firm, including any amendments, supplements, and follow-on instructions.

2. Deviations from these terms shall apply only if and to the extent that they have been agreed in writing.

3. The applicability of any general terms and conditions of the Client is expressly excluded.

4. These terms shall also apply to all acts performed by lawyers, staff members, trainees, and third parties involved in the execution of an Engagement.

Clause 3 — Formation and Scope of the Engagement

1. An Engagement is formed only upon acceptance by the Firm in writing or by email. An Engagement is accepted solely by the Firm and not by any individual lawyer or staff member in their personal capacity.

2. The scope of the Services is determined by what the parties have agreed in the Engagement Letter. The Firm is obligated only to perform the Services described in the Engagement Letter.

3. Unless expressly agreed otherwise in writing, the Engagement covers only those jurisdictions and areas of law specified in the Engagement Letter. Services involving other jurisdictions require the instruction of local counsel and will be billed separately.

4. The Services are performed solely for the benefit of the Client. Third parties may derive no rights from the Services performed or the results thereof.

Clause 4 — No Guarantee of Outcome

1. The Firm shall use reasonable skill, care, and diligence in the performance of the Engagement.

2. The Firm does not guarantee, and gives no warranty or assurance, whether oral or written, as to the outcome of any proceedings, negotiation, application, registration, recovery, distribution, tax assessment, or any other judicial or administrative decision.

3. Any statements made by the Firm regarding the merits, prospects, or likely outcome of a matter are professional opinions based on the information available at the time. They do not constitute a promise or guarantee of any particular result.

4. The Client acknowledges that the outcome of legal proceedings and administrative processes depends on factors beyond the Firm’s control, including judicial discretion, decisions of government authorities, the conduct of opposing parties, and changes in legislation and regulation.

5. Past results in other matters do not constitute a guarantee of a similar outcome in the Client’s matter.

Clause 5 — Duty of Care; No Advice Outside the Engagement

1. The Firm owes a duty of reasonable skill and care, not a warranty of result.

2. The Firm is not obligated to provide tax, financial, investment, or business advice unless this has been expressly agreed in writing.

3. Oral communications and explanations bind the Firm only after and to the extent that they have been confirmed in writing by the Firm.

4. Advice is based on information provided by the Client and applies only in the context of the specific Engagement. The Firm is not obligated to verify the accuracy or completeness of information provided by the Client unless expressly agreed in writing.

Clause 6 — Client Information and Cooperation

1. The Client shall provide all facts, circumstances, documents, data, and information relevant to the proper execution of the Engagement in a timely, complete, and truthful manner.

2. The Client warrants the accuracy and completeness of all information provided. The Firm shall not be liable for damage arising from incorrect, incomplete, or delayed information provided by the Client.

3. The Client shall promptly notify the Firm of any changes in contact details, legal status, or the facts of the matter.

4. Deadlines and time limits in the course of the Engagement depend on timely cooperation by the Client, as well as by third parties, courts, and government authorities. The Firm shall not be liable for missed deadlines resulting from insufficient cooperation by the Client.

Clause 7 — Representation of Legal Entities and Multiple Clients

1. Where the Engagement is instructed on behalf of a legal entity (such as a BV, NV, foundation, association, corporation, or similar entity), the signatory warrants that they are duly authorised to bind the entity and that all internal approvals required for that purpose have been obtained.

2. The signatory shall indemnify the Firm against any claims by the entity or affiliated parties arising from a lack of authority of the signatory.

3. Where an Engagement is instructed jointly by multiple Clients, each of them shall be jointly and severally liable for the performance of all obligations to the Firm, including the obligation to pay.

4. Unless otherwise agreed in writing, the Firm is entitled to share information and documents among all joint Clients and to address communications to any one of them, who shall be deemed to have received it on behalf of all.

Clause 8 — Professional Fees, Retainers, Disbursements, and Taxes

1. Unless otherwise agreed in writing, Professional Fees are calculated on the basis of the number of hours spent on the matter, multiplied by the applicable hourly rate of the lawyer or staff member concerned. Time is recorded in units of six minutes.

2. The parties may agree in the Engagement Letter on a fixed Professional Fee, a fee cap, or a combination of a fixed amount and an hourly rate.

3. The Firm is entitled to adjust its hourly rates periodically. Adjustments take effect after they have been communicated to the Client in writing.

4. Disbursements are billed separately to the Client at cost. The Firm is entitled to charge a reasonable surcharge for office overheads.

5. All amounts are exclusive of taxes (such as VAT), unless otherwise stated. Where applicable, taxes are charged separately.

6. The Firm is at all times entitled to request payment of a Retainer, both before commencing the Services and during their performance. The Firm is not obligated to commence or continue the Services until the Retainer has been paid.

7. The Firm is entitled to set off any sums held or received on behalf of the Client against outstanding invoices or Retainers.

Clause 9 — Non-Refundable Fees

1. Professional Fees for Services already performed are due and payable regardless of the outcome of the matter, the termination of the Engagement by the Client, or any other circumstance.

2. Retainers and Professional Fees paid are non-refundable, except to the extent that they relate to Services that have not yet been performed and in respect of which no costs or obligations to third parties have been incurred.

3. The following are in no event refundable: fees for Services already performed; fees for reserved capacity, including urgent handling and holding of diary availability; fees for Disbursements incurred or paid in connection with the Engagement; fees for onboarding, client identification (KYC), and anti-money laundering checks; fees for strategy preparation and initial review of the file; and fees for fixed-fee Services that have already commenced.

4. Unused portions of a Retainer may only be credited or refunded after deduction of all Professional Fees, Disbursements, taxes, and office costs due.

5. Fixed-fee Engagements are not contingent on the duration of the Services or the result. The Firm is entitled to invoice the full fixed Professional Fee once the Services have commenced.

6. If the Client terminates or withdraws an Engagement before completion, the Client shall pay the full Professional Fee for the Services performed up to that point, together with all Disbursements and costs incurred. In the case of fixed-fee Engagements, the Client shall pay the full fixed Professional Fee unless otherwise agreed in writing.

Clause 10 — Payment and Default

1. Invoices shall be paid, without set-off, counterclaim, or discount, within the payment term stated on the invoice, or failing that, within fourteen (14) days of the invoice date.

2. The Client is not entitled to suspend payment or set off invoices, except where permitted by mandatory law.

3. Upon expiry of the payment term, the Client shall be in default by operation of law, without any notice of default being required.

4. In the event of default, the Client shall pay statutory interest, or — if the Client is acting in the course of a business or profession — the statutory commercial interest rate.

5. In the event of default, all out-of-court collection and recovery costs shall be borne by the Client, with a minimum of ten percent (10%) of the outstanding amount.

6. The Firm is entitled to suspend or terminate the Services if and for as long as the Client has failed to pay one or more invoices on time. The Firm shall not be liable for any damage suffered by the Client as a result of such suspension or termination.

7. If the Client fails to timely fulfil its payment obligations, the Firm is entitled to suspend or discontinue all procedural and other steps.

Clause 11 — Suspension, Termination, and Withdrawal

1. Both parties have the right to terminate the Engagement at any time, subject to what has been agreed in the Engagement Letter.

2. The Firm is entitled to terminate or withdraw from the Engagement with immediate effect if: the Client fails to perform its obligations, including the obligation to pay; the Client has provided incorrect or incomplete information; a conflict of interest arises that prevents the Firm from properly continuing the Engagement; the Client enters into suspension of payments, bankruptcy, or debt restructuring, or a similar proceeding is applied for; continuation of the Engagement would violate applicable laws or regulations, professional standards, or sanctions or compliance rules; or the Client or an affiliated party is placed on a sanctions list or a KYC or source-of-funds review yields unsatisfactory results.

3. Upon termination, the Client shall pay for all Services performed up to the time of termination, together with all Disbursements and costs incurred.

4. The Firm is entitled to suspend the Engagement for as long as the Client has not paid a Retainer or otherwise fails to perform its obligations.

Clause 12 — Instruction of Third Parties and Local Counsel

1. The Firm may instruct third parties in the execution of the Engagement, including local counsel in other jurisdictions, translators, bailiffs, notaries, experts, and procedural agents. The Firm shall exercise due care in doing so.

2. The Firm shall not be liable for any failures of such third parties, save in the case of intent or gross negligence by the Firm in the selection or instruction of the third party.

3. The Engagement includes the authority to accept limitations of liability of third parties instructed by the Firm on behalf of the Client.

4. In cross-border Engagements, it may be necessary to instruct local counsel admitted in another jurisdiction. The Firm shall not be liable for the acts or omissions of such local counsel.

5. Persons who are or have been involved in the execution of the Engagement by the Firm, as well as their successors in title, may rely on these General Terms of Engagement at all times. These terms also constitute a third-party beneficiary clause for the benefit of all persons involved in the execution of Engagements.

Clause 13 — Limitation of Liability

1. The Firm has taken out professional indemnity insurance, to the extent permitted under Thai law. A copy of the policy is available for inspection at the Firm’s office or may be provided on request.

2. Any liability of the Firm for damage arising out of or in connection with the performance of an Engagement shall be limited to the amount payable under the Firm’s professional indemnity insurance in the relevant case, plus the deductible payable by the Firm under the policy.

3. If, for any reason, the Firm is not entitled to any payment under the professional indemnity insurance, any liability of the Firm shall be limited to the amount of the Professional Fees billed by the Firm in the relevant file during the calendar year in which the liability arose, subject to a maximum of [EUR 10,000 / THB 100,000 — to be specified in the Engagement Letter].

4. The limitations in this Clause apply regardless of the basis of liability, including contract or tort, to the maximum extent permitted by Thai law. Such limitations shall not apply in the case of intent, wilful misconduct, or fraud by the Firm, nor where limitation is not permitted under mandatory provisions of Thai law.

5. The limitations and exclusions of liability in these terms shall also apply if the Firm has wrongly declined an Engagement and damage has arisen therefrom.

Clause 14 — Exclusion of Certain Damages and Limitation Period

1. The Firm shall in no event be liable for indirect or consequential loss, loss of profit, loss of business, loss of opportunity, reputational damage, non-material damage, or damage arising from loss or corruption of data.

2. The Firm shall not be liable for damage caused by the acts or omissions of third parties, courts, government authorities, or opposing parties, nor for damage arising from changes in legislation or regulation after the date of the advice given by the Firm.

3. The Firm shall not be liable for damage arising from the Client or a third party using advice or documents provided by the Firm outside the context of the original Engagement, or in a jurisdiction other than that for which the advice was intended.

4. All rights of action and other claims against the Firm shall, to the maximum extent permitted by Thai law, be notified in writing with reasons no later than one (1) year after the Client became aware or reasonably should have become aware of the event giving rise to the liability. Claims by the Firm against the Client for Professional Fees are subject to a prescription period of two (2) years under Section 193/34(16) of the Thai Civil and Commercial Code.

Clause 15 — Third-Party Beneficiary Clause for Staff and Associates

1. These General Terms of Engagement shall also constitute an irrevocable third-party beneficiary clause for the benefit of all lawyers, staff members, trainees, directors, and (former) affiliated persons or entities involved in the execution of Engagements.

2. These persons and entities may rely on these General Terms of Engagement at all times, without prejudice to the other provisions.

3. Any claim for damages against persons other than the Firm, in particular against individual lawyers, staff members, or directors, is excluded.

Clause 16 — Confidentiality and Legal Professional Privilege

1. The Firm is bound by confidentiality in respect of all confidential information that has come to its knowledge in the context of the Engagement, in accordance with the applicable professional rules and statutory obligations.

2. The duty of confidentiality shall also apply after termination of the Engagement and shall apply to all persons who are or have been employed by the Firm.

3. The duty of confidentiality shall not apply to the extent that the Client has made the information public or has consented to its disclosure, or where disclosure is required by law.

4. Where an Engagement is instructed jointly by multiple Clients, the Firm is entitled to share confidential information among the joint Clients unless otherwise agreed in writing.

5. The Firm is entitled to refer to the identity of the Client and the nature of the Engagement in internal conflict-of-interest checks, without that constituting a breach of the duty of confidentiality.

Clause 17 — Anti-Money Laundering, KYC, Sanctions, and Source of Funds

1. The Firm is required to verify the identity of the Client and, where applicable, the ultimate beneficial owner (UBO) at the outset of the Engagement, in accordance with the Thai Anti-Money Laundering Act B.E. 2542 (1999) and its implementing regulations, as well as other applicable sanctions and client-identification laws.

2. The Firm is entitled to request additional information and documents to verify the identity of the Client, the nature of the transaction, and the source of funds.

3. The Firm is obliged to report suspicious transactions to the Anti-Money Laundering Office (AMLO) in accordance with applicable Thai legislation. The Firm shall not be liable for any damage suffered by the Client as a result of such a report.

4. The Firm is entitled to decline or terminate an Engagement if the Client or an affiliated party appears on a sanctions list, the KYC review yields unsatisfactory results, or the Client fails to cooperate sufficiently with the verification requirements.

5. The Client warrants that the funds used in connection with the Engagement originate from legitimate sources and are free from any third-party interests that would violate applicable laws or regulations.

Clause 18 — Privacy and Data Protection

1. The Firm processes personal data of the Client in accordance with the Thai Personal Data Protection Act B.E. 2562 (2019) (PDPA), as well as other applicable data protection legislation.

2. The Client consents to the processing of their personal data in connection with the performance of the Engagement, including the inclusion of such data in the Firm’s administration.

3. The Firm shall not disclose personal data to third parties unless required by law, by a judicial or administrative decision, or with the Client’s consent.

4. The Client has the right to submit a request for access, rectification, or erasure of their personal data in accordance with applicable data protection legislation.

5. Professional use of the Client’s data by the Firm, including conflict-of-interest checks in new matters, is permitted without separate notification.

Clause 19 — Electronic Communication and Cyber Risk

1. The Client agrees to electronic data exchange between the Firm and the Client, including email, secure portals, and cloud-based storage.

2. The Client acknowledges that despite all security measures taken by the Firm, absolute security against access by unauthorised persons cannot be guaranteed.

3. The Firm shall not be liable for damage arising from unauthorised access to electronic communications, provided that the Firm has taken the security measures that can reasonably be required.

4. The content of personal or private messages sent by staff members of the Firm falls outside the responsibility of the Firm, unless such messages were sent by an authorised staff member on behalf of the Firm in the context of the Engagement.

Clause 20 — Documents, Retention, and Destruction

1. The Firm retains closed files for a period of [five / seven] years after the conclusion of the matter. After this period, files shall be destroyed, unless the Client has requested in writing that the file be returned to them.

2. The Firm shall not be liable for damage arising from the destruction of the file after the retention period.

3. Original documents provided to the Firm by the Client shall be returned to the Client on request. The Firm is not obligated to provide copies of the complete file unless required by law or agreed in writing.

4. The Firm is entitled to retain copies of documents from the file for its own administration, even after the file has been returned to the Client.

Clause 21 — Intellectual Property and Know-How

1. All advice, contracts, letters, models, templates, and other work product prepared by the Firm in the context of the Engagement remain the property of the Firm, unless otherwise agreed in writing.

2. The Client receives a non-exclusive, non-transferable licence to use the work product, solely for the purpose for which the Engagement was instructed.

3. The Firm is entitled to use methods, templates, and know-how developed or applied in the context of the Engagement in other engagements, provided that no confidential information of the Client is used.

Clause 22 — No Reliance by Third Parties

1. Advice, documents, and other work product of the Firm are intended solely for the Client and may not be provided to or made available to third parties without the Firm’s written consent.

2. Third parties may derive no rights from the content of the Services or the results thereof.

3. The Firm accepts no liability towards third parties who obtain knowledge of advice, documents, or other work product of the Firm in any manner.

Clause 23 — Complaints and Disputes

1. The Firm maintains an internal complaints procedure. A complaint shall be submitted in writing and with reasons to the Firm within three (3) months after the Client became aware or reasonably should have become aware of the act or omission giving rise to the complaint.

2. If the Firm does not resolve the complaint to the Client’s satisfaction or within a period of eight (8) weeks, the Client may refer the dispute to the competent court in Thailand, or — where applicable — to the Lawyers Council of Thailand, in accordance with Clause 24.

3. The filing of a complaint shall not suspend the Client’s obligation to pay.

Clause 24 — Governing Law and Jurisdiction

1. The relationship between the Firm and the Client shall be governed by Thai law.

2. The application of any foreign choice of law or forum selection by the Client is expressly excluded, unless otherwise agreed in writing.

3. The competent courts in Thailand, sitting at [Bangkok / Phuket / other competent Thai court — to be specified in the Engagement Letter], shall have exclusive jurisdiction over any disputes arising from or relating to the Services of the Firm, unless a mandatory legal provision designates another competent court.

4. The Firm remains entitled to bring disputes before the court that would have jurisdiction if this forum selection did not apply.

Clause 25 — Severability and Precedence

1. If one or more provisions of these General Terms of Engagement are void, invalid, or unenforceable, this shall not affect the validity of the remaining provisions. In that event, the parties shall consult to replace the invalid provision with one that reflects the original intent as closely as possible.

2. In the event of any discrepancy between these General Terms of Engagement and the Engagement Letter, the Engagement Letter shall prevail.

Clause 26 — Language

1. These General Terms of Engagement are drafted in English. If these terms are translated into another language, the English text shall be binding in the event of any discrepancy.

2. If the Engagement Letter is drafted in a language other than English, the text of the Engagement Letter in the language in which it is drafted shall prevail.

Clause 27 — Amendment of Terms

1. The Firm is entitled to amend these General Terms of Engagement. Amendments take effect after they have been communicated to the Client in writing and apply to all current and future Engagements, unless otherwise agreed in writing.

2. The most recent version of these General Terms of Engagement is available via [website or contact details of the Firm].

Clause 28 — Consumer Protection

1. Where the Client is a natural person not acting in the course of a business or profession, the mandatory provisions protecting consumers shall remain fully applicable, including the Thai Unfair Contract Terms Act B.E. 2540 (1997).

2. To the extent that any provision of these General Terms of Engagement conflicts with mandatory consumer protection rules, that provision shall be enforceable only to the extent that it is fair and reasonable under the Thai Unfair Contract Terms Act B.E. 2540 (1997), and the remaining provisions shall remain in full force.

These General Terms of Engagement apply to all Engagements commencing on or after 25 September 2025.
Earlier versions are hereby superseded.