Terms and Conditions

1. Definitions

In these Terms and Conditions, the following terms shall have the meanings set forth below:

• "We," "Us," or "Our" refers to Govvara, a corporate governance and compliance advisory practice located at 62 Langsuan Road, Lumpini, Pathumwan, Bangkok 10330, Thailand.
• "You" or "User" refers to any individual or organization accessing our website or engaging our services.
• "Services" refers to corporate governance framework development, regulatory compliance program design, and board and shareholder meeting administration services provided by Govvara.
• "Website" refers to the Govvara website accessible at goovvara.pro.
• "Agreement" refers to these Terms and Conditions together with any service engagement contracts.
• "Content" refers to all text, graphics, images, information, and materials on the Website.

2. Acceptance of Terms

By accessing or using the Govvara website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you do not agree to these terms, you should not access the Website or use our Services.

You represent that you are at least 20 years of age (the age of majority in Thailand) and have the legal capacity to enter into this Agreement. If you are accessing the Website or Services on behalf of an organization, you represent that you have authority to bind that organization to these terms.

3. Service Description

Govvara provides the following professional services:

3.1 Corporate Governance Framework Development

Design and implementation of corporate governance frameworks aligned with Thai Securities and Exchange Commission guidelines, Stock Exchange of Thailand requirements, and international governance codes.

3.2 Regulatory Compliance Program Design

Development of structured compliance programs covering anti-bribery and corruption, anti-money laundering, sanctions screening, and industry-specific regulatory requirements.

3.3 Board and Shareholder Meeting Administration

Documentation and procedural support for board of directors meetings and shareholder meetings under Public Limited Companies Act and Civil and Commercial Code requirements.

Specific service terms, deliverables, timelines, and fees are outlined in individual engagement contracts which supplement these Terms and Conditions.

4. User Obligations and Conduct

4.1 Acceptable Use

You agree to use the Website and Services only for lawful purposes and in accordance with these Terms. You shall not:

• Use the Website in any manner that violates Thai law or regulations
• Transmit any harmful, threatening, abusive, or defamatory content
• Attempt to gain unauthorized access to our systems or networks
• Interfere with or disrupt the Website's functionality
• Use automated systems to access or collect information from the Website
• Impersonate any person or entity or misrepresent your affiliation

4.2 Information Accuracy

You agree to provide accurate, current, and complete information when engaging our services or communicating with us. You are responsible for maintaining the confidentiality of any account credentials.

4.3 Client Responsibilities

When engaging our services, you agree to:

• Provide timely access to necessary information and personnel
• Review deliverables and provide feedback within agreed timeframes
• Comply with applicable laws and regulations
• Maintain confidentiality of proprietary methodologies and work product

5. Intellectual Property Rights

5.1 Govvara's Intellectual Property

All content on the Website, including text, graphics, logos, images, software, and methodologies, is the property of Govvara or its licensors and is protected by Thai and international copyright, trademark, and other intellectual property laws.

You are granted a limited, non-exclusive, non-transferable license to access and use the Website for informational purposes only. You may not reproduce, distribute, modify, or create derivative works without our prior written consent.

5.2 Service Deliverables

Upon full payment for services, you receive a license to use deliverables (governance frameworks, compliance programs, documentation) for your organization's internal purposes. Govvara retains intellectual property rights in methodologies, templates, and work processes.

5.3 Client Materials

You retain all rights to information and materials you provide to us. By providing such materials, you grant us a limited license to use them solely for the purpose of delivering services to you.

6. Service Engagement and Payment Terms

6.1 Engagement Process

Service engagements begin upon execution of a written engagement contract specifying scope, deliverables, timeline, and fees. Initial consultations to discuss requirements do not constitute formal engagement.

6.2 Fees and Payment

Service fees are specified in Thai Baht (฿) in engagement contracts. Payment terms typically require:

• 50% deposit upon contract execution
• Remaining balance upon project completion or as specified in the engagement contract
• Payment within 30 days of invoice date

Late payments may incur interest charges as permitted under Thai law. We reserve the right to suspend services for overdue accounts.

6.3 Scope Changes

Changes to project scope require written agreement and may result in fee adjustments. We will provide written notification of additional charges before proceeding with expanded scope.

7. Professional Standards and Disclaimers

7.1 Professional Service Provision

We provide services in accordance with professional standards applicable to corporate governance and compliance advisory practices in Thailand. However, we are not a law firm and do not provide legal advice. We recommend consulting licensed legal counsel for legal matters.

7.2 No Guarantee of Specific Results

While we endeavor to provide high-quality services, we cannot provide assurance of specific outcomes or results. Regulatory compliance and governance implementation depend on various factors beyond our control, including organizational implementation and evolving regulatory requirements.

7.3 Website Content

Website content is provided for general informational purposes only and should not be construed as professional advice. Information on the Website may not reflect the most current legal or regulatory developments. We make no representations regarding the accuracy, completeness, or currency of Website content.

7.4 Website Availability

We strive to maintain Website availability but do not provide assurance of uninterrupted access. The Website may be unavailable due to maintenance, technical issues, or circumstances beyond our control.

8. Limitation of Liability

To the maximum extent permitted by Thai law:

8.1 Direct Damages

Our total liability for any claims arising from service engagements shall not exceed the fees paid for the specific services giving rise to the claim.

8.2 Indirect Damages

We shall not be liable for any indirect, incidental, consequential, or punitive damages, including lost profits, business interruption, or loss of data, whether foreseeable or not.

8.3 Website Use

We are not liable for any damages arising from your use of or inability to use the Website, including damages caused by malware, viruses, or technical failures.

8.4 Third-Party Content

We are not responsible for content, services, or practices of third-party websites linked from our Website.

9. Indemnification

You agree to indemnify, defend, and hold harmless Govvara, its directors, employees, and agents from any claims, liabilities, damages, losses, or expenses (including reasonable legal fees) arising from:

• Your violation of these Terms and Conditions
• Your violation of any third-party rights
• Your misuse of the Website or Services
• Your provision of inaccurate or misleading information

10. Confidentiality

Both parties acknowledge that in the course of service engagements, confidential information may be disclosed. We maintain strict confidentiality of client information as outlined in our Privacy Policy and engagement contracts.

Confidential information shall not include information that:

• Is publicly available through no breach of this Agreement
• Was rightfully known prior to disclosure
• Is independently developed without use of confidential information
• Must be disclosed pursuant to legal requirement

Confidentiality obligations survive termination of the engagement.

11. Termination

11.1 Service Engagement Termination

Either party may terminate a service engagement by providing written notice as specified in the engagement contract. Upon termination:

• You remain obligated to pay for services rendered through the termination date
• We will provide deliverables completed as of the termination date
• Both parties' confidentiality obligations continue

11.2 Website Access Termination

We may suspend or terminate your access to the Website for violation of these Terms without prior notice.

11.3 Survival

Provisions regarding intellectual property, confidentiality, limitation of liability, indemnification, and dispute resolution survive termination.

12. Dispute Resolution and Governing Law

12.1 Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of the Kingdom of Thailand, without regard to conflict of law principles.

12.2 Jurisdiction

The courts of Bangkok, Thailand shall have exclusive jurisdiction over any disputes arising from these Terms or service engagements.

12.3 Informal Resolution

Before initiating formal proceedings, both parties agree to make good faith efforts to resolve disputes through direct negotiation.

12.4 Mediation

If informal resolution is unsuccessful, the parties may agree to submit the dispute to mediation before proceeding to court action.

13. General Provisions

13.1 Entire Agreement

These Terms, together with our Privacy Policy and any service engagement contracts, constitute the entire agreement between you and Govvara regarding use of the Website and Services.

13.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13.3 Waiver

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

13.4 Assignment

You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights and obligations without restriction.

13.5 Force Majeure

Neither party shall be liable for failure to perform obligations due to circumstances beyond reasonable control, including natural disasters, government actions, or communications failures.

13.6 Notice

Notices under these Terms shall be in writing and sent to the addresses specified in engagement contracts or to [email protected].

14. Changes to Terms

We reserve the right to modify these Terms and Conditions at any time. Changes become effective when posted on the Website. Your continued use of the Website or Services after changes are posted constitutes acceptance of the modified terms.

Material changes will be communicated through Website notification and email to existing clients where appropriate.

We recommend reviewing these Terms periodically to stay informed of any updates.

15. Contact Information

For questions about these Terms and Conditions, please contact us: