Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (the "User," "Customer," or "you") and SpaManager (the "Company," "we," "us," or "our"). By creating an account, subscribing to a plan, or using our platform in any way, you agree to these Terms, our Privacy Policy, Cookie Policy, and PDPA Compliance Statement.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

2. Service Description

SpaManager is a web-based Software-as-a-Service (SaaS) platform providing spa and wellness business management tools, including but not limited to:

• Appointment scheduling and online booking
• Staff management, attendance, and payroll calculation
• Customer relationship management (CRM)
• Floor plan and room management
• Membership and loyalty program management
• Inventory and product stock management
• Revenue, expense tracking, and financial reporting
• Multi-branch management and consolidated reporting

Features may vary by subscription plan. We reserve the right to modify, enhance, or discontinue features with reasonable notice.

3. Eligibility

To use SpaManager, you must:

• Be at least 20 years of age (the age of legal majority in Thailand under the Civil and Commercial Code §19), or the age of majority in your jurisdiction
• Be authorized to operate a business or act on behalf of a registered business entity
• Not be prohibited from using the services under applicable law
• Provide accurate and truthful information during registration

4. Account Registration & Security

4.1 Registration. You must provide accurate, current, and complete information during registration and maintain the accuracy of such information.

4.2 Security. You are responsible for safeguarding your account credentials and for all activities that occur under your account. You must immediately notify us of any unauthorized access or security breach at security@spamanager.io.

4.3 Account Sharing. Your account is for your organization's use only. Each user within your organization should have their own login credentials within your subscription's user limits.

4.4 Unauthorized Access. We are not liable for any loss or damage arising from your failure to maintain the security of your account credentials.

5. Free Trial

5.1 Duration. We offer a 14-day free trial for all subscription plans. The trial provides full access to all features within the selected tier.

5.2 No Payment Required. No credit card or payment information is required to start a free trial.

5.3 Trial Expiration. At the end of the trial period, your account will be deactivated unless you manually subscribe to a paid plan by providing payment information and authorizing charges. No automatic conversion or charges will occur. Your data will be retained for 90 days after trial expiration, after which it will be permanently deleted.

5.4 Limitations. Free trials are limited to one per organization (defined as any legal entity, sole proprietorship, partnership, or group of affiliated entities sharing common ownership or control). We reserve the right to verify organizational identity through business registration number, tax identification number (TIN), or similar documentation, and to deny, suspend, or terminate trials obtained through misrepresentation or circumvention of the one-per-organization limit. Abuse of the trial system (including creating multiple accounts, using fictitious entities, or providing false information) constitutes fraud and may result in permanent ban, legal action, and reporting to relevant authorities.

5.5 No Trial Guarantee. We reserve the right to modify, limit, or discontinue the free trial offer at any time without notice or liability.

6. Subscriptions & Payments

6.1 Plans. SpaManager offers multiple subscription plans (Basic, Standard, Pro) with monthly or annual billing cycles. Current pricing is available on our website and may be updated with 30 days' advance notice.

6.2 Billing. Subscription fees are billed in advance on a monthly or annual basis, depending on your selected billing cycle. All prices are in Thai Baht (THB) unless otherwise stated.

6.3 Payment Methods. Payments may be made via accepted payment methods as displayed at checkout (including but not limited to: credit/debit cards, bank transfers, and approved digital payment platforms). You authorize us to charge your selected payment method for all applicable fees. Payment processing is handled by third-party payment processors; we do not store your full credit/debit card details.

6.4 Automatic Renewal & Authorization. BY SUBSCRIBING TO A PAID PLAN AND PROVIDING PAYMENT INFORMATION, YOU EXPRESSLY AUTHORIZE SPAMANAGER TO AUTOMATICALLY CHARGE YOUR PAYMENT METHOD AT THE BEGINNING OF EACH BILLING CYCLE (MONTHLY OR ANNUAL) AT THE THEN-CURRENT RATE. You will receive a confirmation email specifying the exact amount and billing date before each renewal charge. Your subscription will automatically renew unless you cancel before the renewal date. You may cancel automatic renewal at any time through your account settings or by contacting billing@spamanager.io.

6.5 Taxes. All prices are exclusive of applicable taxes (including VAT). You are responsible for any applicable taxes based on your jurisdiction. Where required, we will add applicable VAT to invoices in compliance with Thai Revenue Code. SpaManager is not responsible for your tax compliance obligations; consult a qualified tax professional.

6.6 Late Payment. If payment is not received within 15 days of the due date, we may suspend your access to the platform until payment is received. Late payment fees shall be charged at a rate of 1.5% per month (18% per annum) on the outstanding balance, calculated from the due date until payment is received in full. This rate shall not exceed the maximum permitted by the Thai Civil and Commercial Code §224.

6.7 Price Changes. We may change subscription prices with at least 30 days' written notice. Price changes will apply at the start of your next billing cycle following the notice period. If you do not agree to a price change, you must cancel your subscription before the new pricing takes effect.

6.8 Currency. All prices are denominated in Thai Baht (THB). If you pay in a foreign currency, you bear all foreign exchange risk, conversion fees, and any intermediary banking charges. The amount charged to your payment method may differ from the listed THB price due to currency conversion.

7. Cancellation & Refunds

7.1 Cancellation by You. You may cancel your subscription at any time. Upon cancellation:

• Your subscription will remain active until the end of the current billing period
• No further charges will be incurred after the current period
• You will retain access to your data for 30 days after the subscription ends
• After 30 days, all your data will be permanently and irreversibly deleted

7.2 Refunds — Monthly Plans. Monthly subscriptions are non-refundable. You may cancel at any time, effective at the end of the current billing month.

7.3 Refunds — Annual Plans. For annual subscriptions cancelled within the first 14 days, we will provide a full refund. After 14 days, you may receive a pro-rata refund for the remaining unused full months at our sole discretion. No partial-month refunds will be issued. Refund requests must be submitted in writing to billing@spamanager.io. Refunds will be processed within 15 business days to the original payment method.

7.4 Chargebacks & Payment Disputes.

• Your account and access to the platform will be immediately suspended pending resolution.
• You will be liable for a chargeback administration fee of 500 THB (or equivalent) per chargeback, regardless of outcome.
• We reserve the right to submit evidence of service usage, login history, API access logs, and data export records to your payment processor to dispute the chargeback.
• If the chargeback is resolved in our favor, your account may be restored at our discretion. The chargeback fee remains non-refundable.
• Repeated or fraudulent chargebacks (two or more in any 12-month period) shall constitute grounds for permanent account termination, forfeiture of all data, and potential legal action for fraud under the Thai Penal Code §341–§344 (Fraud and Cheating).
• We reserve the right to report fraudulent chargebacks to credit bureaus, fraud prevention databases, and law enforcement authorities.

7.4 Data Export. Before cancellation takes effect, you may export all your data in standard formats (CSV/Excel) through the platform's export function. We strongly recommend exporting your data before the 30-day post-cancellation period expires.

7.5 Cancellation by Us. We may suspend or terminate your account for violation of these Terms, non-payment, or illegal activity. In cases of termination for cause, no refund will be provided.

8. Your Data & Content

8.1 Ownership. You retain all ownership rights to the data and content you upload to SpaManager ("Your Data"). We do not claim any ownership over Your Data.

8.2 License. You grant us a limited, non-exclusive, worldwide license to process, store, and display Your Data solely for the purpose of providing the SpaManager services to you.

8.3 Responsibility. You are solely responsible for the accuracy, legality, and appropriateness of Your Data. You represent that you have all necessary rights and consents to upload and process the data you provide, including data relating to your employees, customers, and business operations.

8.4 Data Protection. If Your Data includes personal data of third parties (e.g., your spa's employees or customers), you act as the Data Controller for that data under the PDPA, and we act as the Data Processor. You are responsible for:

• Obtaining all necessary consents from your data subjects
• Providing appropriate privacy notices to your staff and customers
• Complying with all applicable data protection laws in relation to Your Data
• Responding to data subject rights requests relating to Your Data

8.5 Backup. While we maintain regular backups of platform data, you are responsible for maintaining your own backups of critical business data.

8.6 Data Deletion. Upon termination and after the applicable retention period, we will securely delete all Your Data in accordance with our Privacy Policy.

8.7 Litigation Hold & Data Preservation. Notwithstanding any data deletion schedule, if we receive notice of any legal dispute, chargeback, regulatory investigation, or proceeding involving your account or data, we shall preserve all relevant data and records for the duration of the dispute plus an additional three (3) years. You acknowledge that this preservation overrides any deletion request, erasure right, or standard retention period. Data preserved under litigation hold shall not be used for any purpose other than dispute resolution and legal compliance.

9. Acceptable Use

You agree not to:

• Use the platform for any unlawful purpose or in violation of any applicable local, national, or international law
• Upload, transmit, or store any content that is illegal, harmful, threatening, abusive, defamatory, obscene, or otherwise objectionable
• Attempt to gain unauthorized access to any part of the platform, other accounts, or related systems
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the platform
• Use automated tools (bots, scrapers, crawlers) to access the platform without our written permission
• Interfere with or disrupt the platform's infrastructure, security measures, or other users' access
• Resell, sublicense, or commercially exploit the platform without our written authorization
• Use the platform to process data in violation of the PDPA or any other privacy law
• Circumvent any usage limits, access controls, or security features
• Upload viruses, malware, or other malicious code

Violation of these terms may result in immediate suspension or termination of your account without refund.

10. Intellectual Property

10.1 Our IP. The SpaManager platform, including all software, code, design, graphics, logos, text, trademarks, service marks, and other content ("Our IP"), is the exclusive property of SpaManager or its licensors. All rights not expressly granted are reserved.

10.2 License to Use. Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the platform for your internal business purposes during your subscription period.

10.3 Restrictions. You may not copy, modify, distribute, sell, lease, or create derivative works based on Our IP.

10.4 Feedback. If you provide suggestions, ideas, or feedback about the platform, you grant us an unrestricted, perpetual, irrevocable, royalty-free license to use and incorporate such feedback without obligation to you.

11. Service Availability & SLA

11.1 Uptime Target. We target 99.9% uptime for the SpaManager platform, measured on a monthly basis, excluding scheduled maintenance windows.

11.2 Scheduled Maintenance. We conduct scheduled maintenance during off-peak hours (typically 2:00–4:00 AM ICT) with at least 24 hours' advance notice when possible.

11.3 Service Credits. If monthly uptime falls below 99.9% for Pro plan customers due to our fault (excluding force majeure, scheduled maintenance, or your infrastructure issues), you may request service credits. Claims must be submitted within 30 days of the incident.

11.4 No Guarantee. While we strive for maximum availability, we do not guarantee uninterrupted, error-free, or secure access to the platform at all times.

12. Security & Shared Responsibility

Security is a shared responsibility between SpaManager and you. This section defines each party's obligations.

12.1 Our Security Obligations

We commit to implementing and maintaining industry-standard security measures, including but not limited to:

• TLS 1.3 encryption for all data in transit
• AES-256 encryption for data at rest
• Regular security audits and vulnerability assessments
• Intrusion detection and prevention systems
• Web application firewalls and DDoS protection
• Multi-factor authentication for administrative access
• Regular security patching and updates
• Employee background checks and security training

12.2 Your Security Obligations

You are responsible for maintaining the security of your own systems, accounts, and data practices. This includes:

• Credential Security: Using strong, unique passwords; not sharing login credentials between individuals; enabling multi-factor authentication when available
• Access Management: Promptly revoking access for departed employees; regularly reviewing user permissions; using the principle of least privilege within your organization
• Device Security: Maintaining up-to-date operating systems, browsers, and antivirus software on devices used to access the platform
• Network Security: Accessing the platform from secure networks; avoiding unsecured public Wi-Fi without VPN protection
• Phishing Awareness: Training your staff to recognize phishing attempts and social engineering attacks targeting your account credentials
• Data Handling: Appropriately securing any exported data, backups, or reports downloaded from the platform
• Incident Reporting: Promptly notifying us at security@spamanager.io if you suspect any unauthorized access to your account

12.3 No Absolute Security Guarantee

NO METHOD OF ELECTRONIC TRANSMISSION OR STORAGE IS 100% SECURE. While we implement commercially reasonable security measures that meet or exceed industry standards, we cannot and do not guarantee absolute security of data transmitted to, stored on, or processed through the platform. You acknowledge and accept this inherent risk of electronic data processing.

12.3.1 Technology Evolution. The specific security technologies referenced in Section 12.1 (including TLS 1.3, AES-256, and others) represent our current implemented standards. We maintain these using commercially reasonable efforts. If any specific technology becomes unavailable, deprecated, or superseded due to vendor changes, industry evolution, or regulatory requirements, we will implement equivalent or superior alternatives. Transition to alternative security technologies shall not constitute a breach of these Terms provided the replacement meets or exceeds the security level of the technology it replaces.

12.4 Liability Allocation for Security Failures

Liability for security incidents is allocated based on fault and the shared responsibility model:

• Our Fault: If a breach occurs due to our failure to maintain the security measures described in Section 12.1, our liability is limited as set forth in Section 14 (Limitation of Liability)
• Your Fault: If unauthorized access occurs due to your failure to comply with your obligations in Section 12.2 (e.g., shared passwords, unrevoked access, compromised devices), we bear no liability for the resulting breach or any damages arising therefrom
• Third-Party Attacks: If a breach results from a sophisticated cyberattack (e.g., zero-day exploit, state-sponsored attack, advanced persistent threat) that overcomes our commercially reasonable security measures, we shall not be liable for damages beyond the remediation obligations described in Section 13 (Data Breach)

13. Data Breach & Cyber Incident Liability

13.1 Our Breach Response Obligations

In the event of a confirmed data breach affecting your personal data or Your Data, we commit to:

• Activating our incident response plan immediately upon discovery
• Containing and remediating the breach with commercially reasonable speed
• Notifying the PDPC within 72 hours as required by PDPA §37(4) if the breach poses a risk to data subjects' rights and freedoms
• Notifying affected customers without undue delay if the breach is likely to result in high risk to data subjects
• Providing a written incident report detailing the nature, scope, and remediation of the breach within 30 days
• Cooperating with any investigations by the PDPC or other regulatory authorities

13.2 Limitation of Breach Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING THE THAI CIVIL AND COMMERCIAL CODE AND THE PDPA:

• Our total liability for any data breach or security incident shall not exceed the liability cap set forth in Section 14.1 (i.e., the greater of 12 months' fees or 50,000 THB)
• We shall not be liable for breaches caused by: (a) your failure to maintain your security obligations under Section 12.2; (b) your employees' or agents' actions (including social engineering, credential sharing, or insider threats); (c) vulnerabilities in your own systems, devices, or networks; (d) force majeure events as defined in Section 19
• We shall not be liable for any consequential, incidental, indirect, special, or punitive damages arising from a data breach, including but not limited to regulatory fines imposed on you, reputational harm, loss of customers, or loss of business opportunities

13.3 Customer Responsibility After Breach

Following notification of a breach, you are responsible for:

• Taking reasonable steps to mitigate harm to your own data subjects (e.g., notifying your spa customers and employees, if applicable)
• Cooperating with our investigation and remediation efforts
• Preserving evidence relevant to the incident
• Complying with any applicable notification obligations under your own jurisdiction's laws (as Data Controller for your data subjects)

13.4 Hacking, Ransomware & Cyberattack Disclaimer

You acknowledge that cyberattacks, including but not limited to hacking, ransomware, denial-of-service attacks, man-in-the-middle attacks, SQL injection, cross-site scripting, and advanced persistent threats, are inherent risks of using any internet-based service. WE ARE NOT AN INSURER OF YOUR DATA. While we employ commercially reasonable measures to prevent and detect such attacks, we do not guarantee immunity from all possible cyberattacks and shall not be liable for damages caused by attacks that overcome our reasonable security measures.

13.5 Insurance Recommendation

We strongly recommend that you maintain appropriate cyber liability insurance to cover potential losses arising from data breaches, cyberattacks, or other security incidents. SpaManager's liability is limited as set forth in these Terms and shall not serve as a substitute for your own insurance coverage.

14. Disclaimers & Warranties

14.1 THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

14.2 We do not warrant that the platform will meet all your requirements, be uninterrupted, timely, secure, or error-free, or that any defects will be corrected.

14.3 We do not provide legal, financial, tax, or professional advice. The platform's calculations (e.g., wages, commissions, taxes) are tools provided for your convenience and should be reviewed by qualified professionals. You remain solely responsible for the accuracy of your financial and legal obligations.

14.4 Some jurisdictions do not allow exclusion of certain warranties. In such cases, the above exclusions apply to the maximum extent permitted by applicable law, including the Thai Civil and Commercial Code.

15. Limitation of Liability

15.1 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM — INCLUDING BUT NOT LIMITED TO DATA BREACHES, SECURITY INCIDENTS, SERVICE OUTAGES, DATA LOSS, OR CYBERATTACKS — SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR 50,000 THB, WHICHEVER IS GREATER. THIS CAP APPLIES ON A PER-CUSTOMER, PER-YEAR BASIS AND CONSTITUTES THE MAXIMUM AMOUNT RECOVERABLE PER CUSTOMER ACROSS ALL CLAIMS, INCIDENTS, AND CAUSES OF ACTION IN ANY GIVEN 12-MONTH PERIOD.

15.2 Exclusions. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, data, or business opportunities
• Business interruption or loss of goodwill
• Cost of procurement of substitute services
• Any damages arising from unauthorized access to or alteration of your data
• Regulatory fines, penalties, or sanctions imposed on you by any authority (including the PDPC, GDPR supervisory authorities, or any other regulatory body)
• Claims brought against you by your own customers, employees, or data subjects as a result of a data breach or security incident
• Loss of data that was not backed up by you in accordance with recommended practices
• Damages arising from your failure to comply with your security obligations under Section 12.2
• Reputational harm, loss of customer trust, or negative publicity

15.3 This limitation applies regardless of the theory of liability (contract, tort, negligence, strict liability, statutory liability, or otherwise), and regardless of whether we have been advised of the possibility of such damages. The limitations in this section shall apply to the fullest extent permitted by the laws of the Kingdom of Thailand, including the Thai Civil and Commercial Code.

15.4 Nothing in these Terms excludes or limits liability for (a) death or personal injury caused by our gross negligence, (b) fraud or fraudulent misrepresentation, or (c) any liability that cannot be excluded by applicable mandatory law, including mandatory provisions of the PDPA.

15.5 Essential Basis of the Bargain. You acknowledge that the fees charged by SpaManager reflect the allocation of risk set forth in these Terms, including this limitation of liability. SpaManager would not enter into these Terms without these limitations.

15.6 Third-Party Vendor Liability. SpaManager relies on third-party service providers for infrastructure, hosting, payment processing, email delivery, and other operational functions. Our liability for any breach, failure, or incident caused by a third-party vendor shall be limited to the same caps and exclusions in this Section 15, regardless of the cause or nature of the vendor's failure. We are not liable for any third-party vendor's independent acts, omissions, or data breaches beyond the scope of our reasonable vendor management controls.

15.7 Survival of Liability Limitations. The limitations and exclusions in this Section 15 shall survive termination, expiration, or cancellation of these Terms and your subscription, and shall apply to any claims arising before, during, or after your use of the platform, including claims for events discovered after termination.

16. Indemnification

You agree to indemnify, defend, and hold harmless SpaManager, its officers, directors, employees, agents, affiliates, successors, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees and legal costs) arising from or relating to:

• Your use of the platform or violation of these Terms
• Your violation of any applicable law or regulation, including the PDPA, GDPR, or any other data protection law
• Your Data or content uploaded to the platform
• Your failure to obtain necessary consents from your data subjects (your spa customers, employees, or other individuals)
• Any claim by a third party (including your customers, employees, or regulators) relating to Your Data or your handling of personal data
• Your negligent or willful misconduct
• Any data breach or security incident caused or contributed to by your failure to fulfill your security obligations under Section 12.2 (including but not limited to: shared credentials, weak passwords, failure to revoke departed employee access, compromised devices, or falling victim to phishing attacks)
• Any regulatory investigation, fine, penalty, or enforcement action brought against SpaManager as a result of your failure to comply with applicable data protection laws in your capacity as Data Controller
• Any claim by your data subjects (your spa's customers or employees) arising from your processing of their personal data through the platform, including claims for compensation under PDPA §77–§78
• Your failure to maintain adequate cyber liability insurance as recommended in Section 13.5
• Any assessment, fine, penalty, or liability imposed by tax authorities (including the Thai Revenue Department, VAT authorities, or any foreign tax authority) arising from your failure to properly report, collect, remit, or withhold applicable taxes in connection with your use of the platform

This indemnification obligation survives termination of these Terms and your use of the platform.

17. Class Action Waiver & Dispute Limitations

17.1 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND SPAMANAGER AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If for any reason a claim proceeds in court rather than in arbitration, both you and SpaManager waive any right to a jury trial and agree to participate only in individual claims, not as a class representative or class member in any purported class or representative proceeding.

17.2 Statute of Limitations

You agree that any claim or cause of action arising out of or related to your use of the platform or these Terms must be filed within two (2) years after the date you first knew or reasonably should have known of the facts giving rise to the claim, or it shall be forever barred. This limitation applies to the maximum extent permitted by applicable law, including the Thai Civil and Commercial Code (Prescription, §§ 164–193). If any applicable law mandates a longer limitations period that cannot be shortened by agreement, such mandatory period shall apply instead of the two-year period stated herein.

17.3 Remedies

Your sole and exclusive remedy for any dispute with SpaManager regarding the platform is to discontinue your use of the platform and cancel your subscription. In no event shall you be entitled to injunctive or other equitable relief that would restrain the operation of the platform for other users.

17.4 Mandatory Pre-Dispute Notice

Before initiating any legal proceeding, you must send a written notice of dispute to legal@spamanager.io describing the nature of the claim, relief sought, and supporting facts. We will attempt to resolve the dispute informally within 60 days. If not resolved within 60 days, either party may proceed to dispute resolution under Section 20.

18. Confidentiality

18.1 Each party agrees to keep confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information").

18.2 Confidential Information excludes information that is: (a) publicly available without breach; (b) known prior to disclosure; (c) independently developed; or (d) rightfully received from a third party without restriction.

18.3 Confidentiality obligations survive termination of these Terms for a period of three (3) years.

19. Termination

19.1 By You. You may terminate your account at any time by cancelling your subscription through the platform or by contacting billing@spamanager.io.

19.2 By Us. We may terminate or suspend your account as follows:

• With Notice & Cure: If you breach any non-critical provision of these Terms, we will provide fourteen (14) days written notice specifying the breach and an opportunity to cure. If the breach is not cured within 14 days, we may terminate your account.
• Immediate Termination (No Cure Period): We may terminate or suspend your account immediately and without notice in the following circumstances:
  • Payment overdue for more than 30 days
  • Fraudulent activity, chargebacks filed in bad faith, or payment fraud
  • Illegal activity or use of the platform for unlawful purposes
  • Required by law, regulation, or court order
  • Your use poses an imminent threat to the security or integrity of the platform or other users' data
  • Violation of Section 5 (Free Trial fraud) or Section 7.4 (Chargeback abuse)

19.3 Effect of Termination. Upon termination, your right to access the platform ceases immediately. The following sections shall expressly survive termination, expiration, or cancellation of these Terms and your subscription: Section 8 (Your Data, including 8.7 Litigation Hold), Section 10 (Intellectual Property), Section 12 (Security & Shared Responsibility), Section 13 (Data Breach Liability), Section 14 (Disclaimers), Section 15 (Limitation of Liability), Section 16 (Indemnification), Section 17 (Class Action Waiver & Dispute Resolution), Section 18 (Confidentiality), Section 21 (Governing Law), and Section 23 (General Provisions). These survival provisions apply regardless of the reason for termination.

20. Force Majeure

Neither party shall be liable for failure or delay in performing obligations due to circumstances beyond its reasonable control, including but not limited to: natural disasters, pandemics, epidemics, government actions or orders, war, terrorism, civil unrest, internet or telecommunications failures, power outages, cyberattacks, or actions of third-party service providers. The affected party must provide prompt notice and use commercially reasonable efforts to mitigate the impact.

21. Governing Law & Dispute Resolution

21.1 Governing Law. These Terms are governed by and construed in accordance with the laws of the Kingdom of Thailand, without regard to conflict of law principles.

21.2 Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to these Terms shall be resolved as follows:

1. Negotiation: The parties shall first attempt to resolve the dispute through good-faith negotiation within 30 days of written notice.
2. Mediation: If negotiation fails, the dispute shall be submitted to mediation administered by the Thailand Arbitration Center (THAC) in Bangkok, Thailand.
3. Arbitration: If mediation fails within 60 days, the dispute shall be finally settled by arbitration administered by the Thailand Arbitration Center (THAC) under its Arbitration Rules. The arbitration shall be conducted in Bangkok, Thailand, in the English language, by a single arbitrator appointed in accordance with THAC rules. The arbitrator's decision shall be final and binding.

21.3 Jurisdiction. The courts of Thailand (Bangkok) shall have exclusive jurisdiction solely for: (a) applications for injunctive or provisional relief pending arbitration; (b) enforcement of arbitral awards; and (c) any matter that, under mandatory Thai law, cannot be submitted to arbitration. All other disputes shall be resolved exclusively through the arbitration process described in Section 21.2.

21.4 Consumer Rights. Nothing in this section limits any rights you may have as a consumer under mandatory consumer protection laws of your jurisdiction, including the Thai Consumer Protection Act B.E. 2522 (1979) and its amendments.

22. Modifications to Terms

We reserve the right to modify these Terms at any time. Material changes will be communicated at least 30 days in advance via email or in-platform notification. Your continued use of the platform after the effective date of modified Terms constitutes acceptance. If you do not agree to modified Terms, you must discontinue use and cancel your subscription before the changes take effect.

23. General Provisions

23.1 Entire Agreement. These Terms, together with our Privacy Policy, Cookie Policy, and PDPA Compliance Statement, constitute the entire agreement between you and SpaManager regarding the platform, superseding all prior agreements and understandings.

23.2 Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

23.3 Waiver. Failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

23.4 Assignment. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction. You may not assign, sell, transfer, or delegate any claim, cause of action, or right to sue SpaManager to any third party (including but not limited to collection agencies, litigation funders, or assignees) without our prior written consent. Any purported assignment of claims in violation of this provision shall be void and unenforceable.

23.5 No Agency. These Terms do not create any agency, partnership, joint venture, or employment relationship between the parties.

23.6 Language. These Terms are provided in English. In the event of conflict between translated versions and the English version, the English version shall prevail.

23.7 Notices. All legal notices to SpaManager must be sent in writing to legal@spamanager.io. We may send notices to you via the email address associated with your account.

23.8 Attorney Fees & Costs. In the event of any dispute, arbitration, or legal proceeding arising from or relating to these Terms, the prevailing party shall be entitled to recover its reasonable attorney fees, legal costs, and expenses (including expert witness fees, arbitration fees, and court costs) from the non-prevailing party. This provision applies regardless of whether the dispute is resolved through negotiation, mediation, arbitration, or litigation.

23.9 Waiver of Subrogation. To the maximum extent permitted by law, you waive (and shall cause your insurers to waive) any and all rights of subrogation against SpaManager, its affiliates, and their respective officers, directors, employees, and agents. If your insurer pays you for any loss related to SpaManager's platform, your insurer may not pursue a subrogation or recovery claim against SpaManager.

23.10 B2B Service. SpaManager is a business-to-business (B2B) platform designed for commercial use by spa, wellness, and beauty businesses. By subscribing, you represent and warrant that you are acting in a business capacity and not as an individual consumer. Consumer protection provisions (including cooling-off periods under the Thai Consumer Protection Act B.E. 2522) may not apply to B2B transactions.

24. Contact Information