Terms and Conditions Notice

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This version is the first update as of 8 May 2025.

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​1. DEFINITIONS.

1.1 “Affiliate” means, with respect to the Client, any legal entity which controls, is controlled by, or is under common control with the Client (ownership of more than 50% of assets or stock with control over day-to-day operations). For the Licensor, who is a sole proprietor, “Affiliate” shall mean any business entity or person directly controlled by or under common control with Satit Vaewvichit, as may be designated by the Licensor from time to time. For clarity, the Licensor does not currently have any Affiliates.

1.2 “Agreement” means these Terms and Conditions, including all terms and information presented at the point of purchase on the SVTradeInsights website.

1.3 “Client Information” means any confidential or proprietary information or data provided by Client to Licensor to enable Licensor to perform its obligations under the Agreement.

1.4 “Confidential Information” means: (a) Licensor Property; (b) Client Information; (c) the terms of the Agreement; and (d) any information that by its nature, Recipient knows or should know is confidential or proprietary, including Discloser business or technical information.

1.5 “Divisional Affiliate” means any legal entity which is: (i) directly controlled by Client or Client’s parent company (ownership of more than 50% of assets or stock with control over day-to-day operations), and (ii) together with Client operates a distinct and separate business division/unit within the Client enterprise.  

1.6 “Documentation” means the materials, user guides, and manuals provided by Licensor to Client for use with a Product.

1.7 “Exhibit” means the Exhibit which contains the terms or conditions specific to the Products.

1.8 “Expenses” means the reasonable and documented expenses incurred by Licensor to provide Products to Client.

1.9 “Fees” means the money owed to Licensor for Products provided as described at the point of purchase on the SVTradeInsights website. Fees are exclusive of Expenses and Taxes, which will be charged separately to the Client. All Taxes imposed by any Governmental Authority on any amount payable by Client under this Agreement, other than Taxes levied on the net income of Licensor, shall be borne by the Client. In the event that Licensor is required to pay or collect any such Taxes, or Client is required to withhold such Taxes, then the amount payable by Client hereunder shall be increased by the amount of such Taxes and paid by Client in addition to the Fees.

1.10 “Governmental Authority” means the government of any nation or any political subdivision thereof, whether at the national, state, municipal, or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank, or other entity exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of, or pertaining to, government.

1.11 “Licensor Property” means: (a) the business process, management and analytics technologies of Licensor, including without limitation; any algorithms, analyses, data, databases, Documentation, formats, forecasts, formulas, inventions, know-how, methodologies, processes, tools, trade secrets, and Products, and (b) any and all derivative works, enhancements, or other modifications to any of the above.

1.12 “Order Details” means the description of the Product(s), price, and any special terms or conditions as displayed on the SVTradeInsights website at the point of purchase.  

1.13 “Product(s)” means all information provided by Licensor to Client following purchase on the website, which shall be delivered exclusively electronically. Upon receipt and confirmation of online payment, a download link for the Product(s) will be sent automatically to the Client’s email address provided during the ordering process.

1.14 “Taxes” means any tax or assessment of any kind, including but not limited to sales, use, services, license, income, franchise, business, occupation, property, excise, gross receipts, turnover, value added tax, goods and services tax, stamp, withholding tax, consumption taxes, service tax, equalization levy and customs duties or fees and any fines, penalties, surcharges, interest or additions-to-tax attaching thereto. Client must submit applicable documentation to receive tax exempt status.

 

2. FEES, PAYMENT, DELIVERY AND TAXES.

2.1 Fees and Payment:

All Fees and applicable Taxes for Products must be paid in full through the SVTradeInsights website at the time of order, using the online payment methods provided. Orders cannot be placed without successful online payment. All Fees are nonrefundable.

2.2 Delivery:

All Products are delivered exclusively via online download. Automatically upon successful online payment, a download link will be sent to the Client’s email address provided during the ordering process. Risk of loss passes to the Client upon delivery of the download link to the specified email address.

2.3 Taxes:

The Client’s responsibility for Taxes, including any required gross-up or provision of exemption certificates, is set forth in Section 1.9 (“Fees”).

 

3. OWNERSHIP OF INTELLECTUAL PROPERTY.

3.1 Licensor or its third party providers owns all Licensor Property, and Client owns all Client Information. Client may provide suggestions/feedback which Licensor may use without any obligation to Client so long as such suggestions/feedback do not include Client Information.

3.2 Neither Party will remove any copyright, trademark, or other proprietary notices of the other Party or any third party on any materials received from the other Party and each Party will reproduce all such notices on all copies of such materials.

 

4. CONFIDENTIAL INFORMATION.

Where either party (“Discloser”) provides the other (“Recipient”) with Confidential Information, it shall be held in strict confidence and shall not be disclosed or used for any purpose other than as specifically authorized/provided in the Agreement without the prior written consent of the other. Confidential Information shall not include information: (i) which is or becomes public knowledge other than by a breach of this clause, (ii) that is required to be disclosed by any applicable law or by any recognized stock exchange, (iii) that is obtained from a third party without breach of an obligation of confidentiality and (iv) information which can be shown to have been independently developed by the parties by means other than through its access to the Confidential Information. Upon any expiration or termination of this Agreement, Recipient promptly will return to Discloser or destroy all Discloser Confidential Information that it has in its possession or control related to the Agreement.

 

5. INDEMNIFICATION.

5.1 By Licensor.

5.1.1 Except as otherwise specifically set forth in the applicable Order Details, Licensor will indemnify, defend, and hold harmless Client for any damages (and related attorney’s fees) awarded by a court in favor of any third party alleging that Products infringe or misappropriate any third party intellectual property rights, including any patent, copyright, trademark, or trade secret, in the country(s) of Client’s locations as licensed under the applicable Order Details (“Infringement Claim”).

5.1.2 Licensor will have no liability under this Section 5.1 for any Infringement Claim arising from: (a) failure to use Products s in accordance with the Agreement, (b) the modification of a Product not specifically authorized in writing by Licensor; (c) the combination of a Product with any third party software, equipment, or information not specified in the Documentation; (d) the use of a version of a Product other than the then-current version, if the infringement would have been avoided by use of the then-current version; or (e) compliance with designs, plans, or specifications furnished by or on behalf of the Client.

5.1.3 If Products are held or are believed by Licensor to infringe, Licensor may choose, at its sole expense, (a) to modify the Products so that they are non-infringing; (b) to replace the Products with non-infringing Products that are functionally equivalent; (c) to obtain a license for Client to continue to use the Products; or if none of (a), (b), or (c) is commercially reasonable, then (d) to terminate the applicable Order Details for the infringing Products and refund Fees paid for such infringing Product(s); in case of provision of subscription Products, prorated from the date of the Infringement Claim. This Section 5.1.3 states the entire liability of Licensor and Client’s sole and exclusive remedy for any infringement of third party proprietary rights of any kind.

5.2 By Client. Client will indemnify, defend and hold harmless Licensor for any damages (and related attorney’s fees) awarded by a court in favor of any third party alleging that Client Information used by Licensor in accordance with the terms and conditions of the Agreement infringes or misappropriates any third party intellectual property rights including any patent, copyright, trademark, or trade secret. If Client Information is held or is reasonably believed by Licensor to infringe, Licensor will cease using such Client Information and will not be liable to Client for any breach or failure to perform under the Agreement for which the Client Information was provided.

5.3 Mutual Indemnification: Each Party will indemnify, defend, and hold the other Party harmless from any claim, demands, liabilities, suits, or expenses of any kind for personal injury or damage to tangible property to the extent arising from its negligence or willful misconduct on either party’s premises.

5.4 Indemnification Procedure. The indemnification obligations of each Party under this Section 5 are contingent upon the indemnified Party providing to the indemnifying Party: (a) prompt written notice of the alleged claim; (b) sole control of the defense or settlement of the alleged claim; and (c) reasonable cooperation and assistance, at the indemnifying Party’s expense. If the indemnified Party chooses to be represented by counsel, it will be at the indemnified Party’s sole cost and expense.

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6. LIMITATION OF LIABILITY.

6.1 NEITHER Licensor, ITS THIRD PARTY PROVIDERS, NOR THE CLIENT WILL BE LIABLE FOR ANY CONSEQUENTIAL, PUNITIVE, SPECIAL, OR OTHER INDIRECT DAMAGES SUFFERED BY THE OTHER PARTY, INCLUDING: (a) ANY LOSS OF ACTUAL OR ANTICIPATED PROFITS, REVENUE, SAVINGS, OR BUSINESS; (b) LOSS OF DATA OR INFORMATION; (c) LOSS OF GOOD WILL, REPUTATION, OR SIMILAR LOSSES; OR (d) BUSINESS INTERRUPTIONS ARISING OUT OF OR RELATED TO THE AGREEMENT OR ANY USE OF OR INABILITY TO USE PRODUCTS, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES.

6.2 Except for each party’s indemnification obligations under Section(s) 5.1 or 5.2, the maximum liability of Licensor, its third party providers, and/or the Client to the other Party for all claims under this Agreement, in warranty, contract, tort, or otherwise, will not exceed: in the case of Products, the Fees paid by Client for the Product which gave rise to the claim.  

6.3 The limitations of liability in this Section 6. will not apply to the liability of a Party for: (a) damages related to death or personal injury arising out of the gross negligence or willful misconduct of the Party; (b) any damages or liability incurred as a result of fraud or fraudulent misrepresentation of the Party; or (c) to claims or loss(es) based upon breaches by the Party of its License/Authorized Use or the other Party’s intellectual property rights.

 

7. TERM AND TERMINATION.

7.1 The term of a Product license will be set forth in the applicable Order Details unless terminated as provided in Section 7.2 of this Agreement. The term of this Agreement shall continue for the duration of all applicable Order Details.

7.2 Either Party may terminate the applicable Order Details if: (a) the Party gives written notice to the other Party of its election to terminate at any time  before the end of the initial term of the applicable Order Details for Products licensed on a term basis; (b) Licensor no longer has the necessary right from any third party to license or distribute the Product; (c) the other Party commits a breach of any material term or condition of this Agreement and does not cure such breach within 30 days of written notice; or (d) the other Party’s assets are transferred to an assignee for the benefit of creditors, to a receiver or to a trustee in bankruptcy, a proceeding is commenced by or against the other Party for relief under bankruptcy or similar laws and such proceeding is not dismissed within 60 days, or the other Party is adjudged bankrupt.

7.3 Any termination does not relieve either Party of any liability incurred prior to such termination, or for Client’s payment for unaffected Products. Upon termination of this Agreement or any applicable Order Details, all Fees and Expenses owed by Client through the date of termination automatically and immediately become due and payable.

7.4 Upon any expiration or other termination of any Order Details, all licenses granted under the same immediately will terminate. All terms and conditions of the Agreement will continue to apply to any Order Details that have not been so terminated.

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8. ANTI-CORRUPTION AND EXPORT CONTROL.

Both parties shall (i) comply with all applicable laws of Thailand and other jurisdictions relating to anti-corruption and agree not to perform, offer, give and receive bribes or corrupt actions in relation to the procurement or performance of this Agreement and (ii) comply with all applicable export laws and regulations of Thailand and other relevant local export laws as they apply to the Products provided by Licensor under this Agreement. Failure to comply with all applicable anti-corruption or export laws will be deemed a material breach of the Agreement.

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9. MISCELLANEOUS.

9.1 General. These terms and conditions together with the Order Details and the terms presented at the point of purchase on the SVTradeInsights website set forth the entire agreement between the parties and supersede all prior proposals, agreements, or communications, written or oral, with respect to the subject matter hereof. No purchase order, purchase order acknowledgement, or any other procurement terms issued by Client shall modify or add any terms or conditions to this Agreement. Such documents are for Client’s administrative purposes only and are not binding on either party, even if referenced or processed. If Client purchases Product(s) via the SVTradeInsights website for itself or its Affiliate(s), Client shall ensure compliance with this Agreement by itself, its Affiliate(s), its Authorized Users, and the Authorized Users of its Affiliates. Neither party shall be in breach nor liable for delay or failure to perform (other than payment obligations) caused by events or circumstances beyond its reasonable control. Except for assignment to an Affiliate, Client may not assign this Agreement without Licensor’s prior written consent, which will not be unreasonably withheld. Licensor may subcontract any of its obligations hereunder. Licensor affiliates are not considered subcontractors under this section. This Agreement is binding on the parties and their respective successors and permitted assigns. This Agreement and all claims arising from it shall be governed by, and construed in accordance with, the laws of Thailand, and the parties submit to the exclusive jurisdiction of the courts of Bangkok, Thailand. The parties disclaim application of the 1980 U.N. Convention on Contracts for the International Sale of Goods. If any provision is found invalid or unenforceable, the remainder will remain in full force and effect. All notices must be in writing and delivered by email to the addresses provided at the time of purchase or as otherwise notified in writing. Any legal notices must also be copied to “Attention: Licensor Legal Department, General Counsel.” Any cause of action under this Agreement must be asserted within two (2) years of accrual or reasonable discovery. No failure or delay by either party to exercise any right operates as a waiver. The parties are independent contractors; nothing herein creates a partnership, joint venture, or employment relationship. Sections 4, 5, and 6 will survive termination to the extent necessary for their enforcement and benefit. No term of this Agreement is intended to confer a benefit on or be enforceable by anyone not a party.

9.2 Publicity. Licensor may use Client’s name and logo to identify Client as a customer. Any other publicity concerning a Party requires that Party’s prior written consent.

9.3 Execution. By purchasing Product(s) via the SVTradeInsights website, the Client acknowledges and agrees to these terms and conditions. Electronic acceptance via website purchase shall have the same legal effect as a manual signature..

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EXHIBIT FOR DATA PRODUCTS

1. LICENSE TYPES AND DEFINITIONS

1.1 “Authorized User(s)” means employees of Client and/or Client’s Affiliates or Divisional Affiliates, as applicable, who must access a Product solely to help Client use the Product for its licensed purpose. Client assumes full liability and responsibility for the acts and omissions of its Authorized Users and will take all reasonable steps to ensure that no unauthorized persons shall have access to the Product.

1.2 “Client License” means a type of license that allows the Authorized Users (number specified on the applicable Order Details, if applicable) of Client (as of the effective date of the license) to access the Product. A Client License does not include the right to allow use by Authorized Users of Client’s Affiliates.

1.3 “Enterprise-Wide License” means a type of license that allows the Authorized Users (specified on the applicable Order Details, if applicable) of Client and Client Affiliates (as of the effective date of the license) to access the Product.

1.4 “Divisional License” means a type of license that allows the Authorized Users (number specified on the applicable Order Details, if applicable) of Client and Divisional Affiliates (as of the effective date of the license) to access the Product.

1.5 “One-Time License” means a type of license that allows Client to access a single delivery (in any format offered by Licensor) of a Product and is not based on an ongoing subscription.  

1.6 “Site License” means a type of license that only allows Client to access the Product from the location(s) listed in the Order Details. Proxy or community access from locations not listed in the Order Details is strictly prohibited. Site License may include Client Affiliates’ locations as sites, if the Order Details specifically lists the Client Affiliates’ locations.

1.7 “Standalone License” means a type of license that allows Client the right to download or access the Products on a single computer. Authorized Users shall only be authorized to access the Products on such computer.

1.8 “User License” means a type of license that allows the number of Authorized Users specified in the Order Details to access the Product through user name and passwords either: (i) on a concurrent basis (i.e. allowing up to the specified number of Authorized Users the rights to access the Products simultaneously) or (ii) on a generic/named user basis.

1.9 “Internal Use” means that Authorized Users may use the Product only for Client’s internal business purposes. Except as otherwise specified on the applicable Order Details, Products are not licensed for external use.

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2. AUTHORIZED USE

2.1 License Grant. Licensor grants to Client, and Client hereby accepts, a license that is limited, nonexclusive, nontransferable, non-sublicensable, and revocable (solely to extent provided in Section 7, of the Agreement). Client may use the Product in the specified media and accompanying Documentation (if any), for its Internal Use only.

2.2 Creation of Works from the Product. Client may create reports or presentations (collectively “Work”) using information from the Product provided such Work is for Client’s Internal Use only. Nothing in this section will operate so as to vest in Client any proprietary rights in any Products or portions of Work in any way derived from Products.

2.2.1 Amount of Product in Works. Client undertakes: (i) that the information from the Product used in the Work will be insubstantial and de minimis in nature and will not be primarily a copy of the Product, and (ii) not to create Work that uses a portion of the Product that could reasonably be considered substantial.

2.2.2 Work Not to be Commercialized. Client must never use Work: 1) to produce a commercial product or service, or 2) directly for revenue generating purposes.

2.2.3 Citing Licensor in Work. In Work, Client will represent Licensor or its third party provider as the source of the Product information in the following form: “Includes content supplied by [NAME OF Licensor or its third party provider]; Copyright © [NAME OF Licensor or its third party provider], [publication year]. All rights reserved”.

2.2.4 Use of Work at End of Term or Termination. Upon termination or expiry of this Agreement and/or Order Details, subject to payment of the applicable Fees, and subject to Client’s continued compliance with the

Agreement; Licensor at its sole discretion may consent to permit Client to continue to access Work created by Client.

2.3 Other Copying and Distribution. Except as specifically authorized in Section 2.2.2 or the applicable Order Details, Client may not copy, distribute, publish, republish, scan, transfer, sell, license, lease, give, permanently retain, decompile, reverse engineer, or otherwise reproduce, disclose or make available to others, or create derivative works from the Product or any portion thereof. Client may make a reasonable number of copies of any Documentation, provided all such copies include all legends, copyright and other proprietary notices that appear on the original.

2.4 Protection of Licensor Intellectual Property. Client agrees to take commercially reasonable actions on a day to day basis to assist Licensor in the protection of its and its third party providers’ intellectual property.

2.5 Effect on Assignment or Change of Control. Client acknowledges additional Fees may be payable for License(s) granted under the applicable Order Details to this Exhibit upon: (a) an assignment of this Agreement and/or such License(s); or (b) a change of control, proposed merger, consolidation, combination, or reorganization involving Client or Client’s Affiliates, as applicable.

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3. WARRANTIES.

3.1. Licensor Data Products. Any Product provided by Licensor under this Exhibit is provided “AS IS.” Product(s) are compiled from materials furnished to or obtained by Licensor from outside sources. Licensor does not warrant the completeness or accuracy of the information, that Client’s use of Product(s) will be uninterrupted or error-free, or that the results obtained will be successful or will satisfy Client’s requirements.

3.2 Disclaimer. Licensor AND ITS THIRD PARTY PROVIDERS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES, CONDITIONS AND OTHER TERMS, WHETHER STATUTORY, ARISING FROM COURSE OF DEALING, OR OTHERWISE, INCLUDING WITHOUT LIMITATION TERMS AS TO QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. CLIENT ASSUMES ALL RISK IN USING THE RESULTS OF PRODUCT(S).

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4. SECURITY MEASURES.

For certain Products, Licensor will issue to Client a password to access the Products, which Client acknowledges is only for Client’s and its Authorized Users’ use and may not be shared with anyone else. Client is solely responsible for all use, authorized or unauthorized, of Products (including use by Authorized Users). Client must notify Licensor immediately of any unauthorized use of Products and1/or passwords.