These Terms ( “these Terms”) set forth the conditions for the use of Y LINK Online Interpreting Service (“Service”) to be provided to Client (“Client”) by Y LINK Co., Ltd. (“Y LINK”).

Article 1 (General Provisions)

1 These Terms set forth the conditions for the use of the Service and form a binding agreement in relation to the use of the Service (Service Agreement”) between Client and Y LINK a corporation organized and existing under the laws of Thailand, having its head office at 2 JASMINE BUILDING, 12th Floor, Soi Prasarnmitr (Sukhumvit 23), Sukhumvit Road, North Klongtoey, Wattana, Bangkok 10110.

2 Client shall comply with these Terms in using the Service.

3 If an individual who belongs to a certain organization　(including legal entities) applies for and uses the Service on behalf of such organization, the individual is deemed to have the authority to consent to these Terms and execute the Service Agreement with Y LINK on behalf of the organization; in such a case, the organization is a party to the Service Agreement and shall comply with these Terms

Article 2 (Formation of the Service Agreement)

1 The Service Agreement between Client and Y LINK becomes effective at the time when Client notifies Y LINK of Client’s acceptance of the Service as described in the quotation presented by Y LINK (“Quotation”). The Service Agreement shall be in accordance with the descriptions in the Quotation and the provisions of these Terms, and Client is deemed to have agreed to these Terms when Client submits the Quotation to Y LINK.

2 If there is any error or change in the information in Client’s application for the Service that Client has provided to Y Link ( “Registered Information”), Client shall, at its own responsibility, notify Y LINK of such error or change in the manner specified by Y LINK. Client shall be solely responsible for any loss or damage incurred due to any falsity, error, or omission, or failure of change in the Registered Information; Y LINK is not liable in any way for such loss or damage.

Article 3 (Contents of Service)

1 Y LINK shall provide the Client with the Service through internet in accordance with the works and conditions as specified in the Quotation. Client hereby acknowledges and agrees that Y LINK does not undertake any obligation to prepare and deliver any specific deliverables in the Service.

2 Client shall, at its own responsibility and cost, prepare the necessary equipment and materials, such as web conferencing tools, for the use of the Service

3 If Client needs Y LINK to provide the Service that exceeds the service time as specified in the Quotation, Client shall obtain Y LINK’s prior consent.

Article 4 (Interpreter)

1 Y LINK shall, at its sole discretion, appoint an appropriate interpreter with the necessary skills to perform the work specified in the Quotation (“Interpreter”) as the person in charge of the work.

2 If the Client determines that the Interpreter does not have the skills necessary to perform the work as provided for in the preceding paragraph, the Client shall notify Y LINK thereof in writing or by e-mail. In such a case, Y LINK shall consult with the Client on how to handle the work.

Article 5 (Service Fee)

1 Client shall pay a fee for the Service (“Service Fee”) to Y LINK in accordance with the amount, , payment due date, and other conditions as specified in the Quotation. Client shall bear any bank charge accordingly.

2 The rate of the Service Fee is as follows:
・60 minutes: Minimum amount of 2,000 THB
・Pre meeting: Minimum amount of 500 THB

*The Pre-meeting will be held 30 minutes or the day before the start of the Service.

3  If Client fails to make any payment hereunder by the payment due date, Client shall, to the fullest extent permitted by applicable law, accrue interest at the rate of 15% per annum of the outstanding amount, on a basis of 365 days, for the period from the following day of the payment due date up to and including the date of actual payment in full. In addition, Client shall compensate for all costs and damages incurred by Y LINK, including, without limitation, dept recovery costs and attorneys’ fees.

Article 6 (Cancellation Policy)

If Client cancels the Service for reasons not attributable to Y LINK, Client shall pay a cancellation fee as listed in the table below. Also, if Client wishes to cancel the Service, Client shall notify Y LINK thereof in writing or by e-mail. This cancellation policy shall apply at the time when Y LINK receives such notification.

Article 7 (Prohibited Acts)

In the course of using the Service, Client shall not conduct any of the following acts:

1. acts that violate or are likely to violate any applicable laws or regulations, court’s judgments, decisions, or orders, or mandatory administrative measures;
2. acts that are or are likely to be against public orders and morals;
3. acts that infringe or are likely to infringe intellectual property rights, privacy rights, or other rights or benefits of Y LINK, or any third party;
4. acts of providing benefits to criminals, crime organizations, or members thereof through the Service;
5. act to solicit the Interpreter to be employed directly by the Client or encourage the Interpreter to resign from Y LINK for that purpose without Y LINK’s prior written consent;
6. acts that are contrary to the purposes of these Terms or the objectives of the Service;
7. acts to, directly or indirectly induce, solicit, or encourage any of the foregoing acts;
8. any other acts that Y LINK deems to be inappropriate.

Article 8 (Subcontracting)

Y LINK may, at its own responsibility, subcontract all or part of the Service to a third party. In such a case, Y LINK shall be responsible for any acts of such third party in providing the Service.

Article 9 (Ownership of Rights)

1 Y LINK hereby agrees that any and all intellectual property rights (patent rights, utility model rights, design rights, trademark rights, copyrights (including, without limitation, translation, adaptation, and exploitation of a derivative work), and other intellectual property rights and the rights to register these rights) concerning the deliverables newly created by the Interpreter in providing the Service (“Deliverables”) and any other rights belong to Client.

2 Client hereby accepts and agrees that Y LINK may use the Deliverables only for its own internal use (including reproduction, public transmission, lending, modification, translation, adaptation, and exploitation of a derivative work) for the purpose of analyzing and improving the Service.

Article 10 (Disclaimer of Warranty)

1 Y LINK disclaims any warranty, express, implied, or statutory, with respect to the Service, including, without limitation, any warranty of fitness for a particular purpose, benefit that Client expects, functionality, merchantability, usefulness, compatibility, completeness, accuracy, continuity, reliability, or utility, availability, accessibility, and legality, unless otherwise set forth in the Quotation.

2 Y LINK shall not be liable for any damage or loss incurred by Client due to any falsity, error, or omission in the information or materials provided by Client or any delay or failure to provide the information or materials from Client.

3 In the event of a dispute with any third party in connection with the use of the Service, Client shall, it at its own cost and responsibility, resolve such disputes, and Y LINK shall bear no responsibility for any dispute.

Article 11 (Costs and Expenses)

1 Y LINK shall bear all costs and expenses incurred by Y LINK in connection with the provision of the Service, unless otherwise set forth in the Quotation.

2 Unless otherwise provided herein, each party hereto shall bear costs and expenses incurred by itself respectively in connection with the Service Agreement and any transaction contemplated thereby.

Article 12 (Handling of Personal Data)

Y LINK will handle any personal data (information that can directly or indirectly identify an alive individual as set forth in Thailand’s Personal Data Protection Act that Y LINK receives from Client or collects upon Client’s use of the Service in accordance with the provisions of the Privacy Policy separately established by Y LINK; Client hereby agrees to such the handling of the personal data.

Article 13 (Confidentiality)

1 Y LINK shall maintain in confidence and safeguard all information which is disclosed by Client in connection with the Service Agreement (“Confidential Information”), with the due care of a prudent manager.

2 The obligations under this Article shall not apply to the following information:

1. information that has already been in the public domain or hereafter becomes public domain through no fault of the receiving party;
2. information that is already known to the receiving party at the time of disclosure;
3. information that has been legally obtained by the receiving party from a duly authorized third party without an obligation of confidentiality; and.
4. Information that has been independently developed by the receiving party.

3 Y LINK shall ensure that the Interpreter complies with the same obligation under this Article with regard to the Confidential Information disclosed by the Client.

Article 14 (Limitation of Liability)

1 Notwithstanding anything contained herein, shall Y LINK’s total liability on any claim, whether in contract, tort or otherwise, arising out of or in relation to the Service Agreement, in any case, exceeds the total amount of the Service Fee actually received by Y LINK from Client under the Service Agreement, except in cases of Y LINK’s willful misconduct or gross negligence.

2 Notwithstanding anything contained herein, Y LINK is in no event liable for any incidental, consequential, indirect, or special damages, including, without limitation, damages for loss of profit and punitive damages, even if Y LINK is notified of the possibility of such damages.

Article 15 (Force Majeure)

Y LINK is not liable for any delay or failure in the performance of any obligation under the Service Agreement in the event that such delay or failure is caused by force majeure, including but not limited to, acts of God, war, threat of war, warlike conditions, hostilities, mobilization for war, blockade, embargo, detention, revolution, riot, port congestion, looting,
strike, lockout, plague or other epidemic, fire, typhoon, earthquake, flood or accident, or acts of governmental or quasi-governmental authorities or any political subdivision or department or agency thereof which is not attributable to Y LINK’s fault, or any shortage or curtailment of labor, material, transportation, or utility which is not attributable to Y LINK’s fault, or any labor trouble at the business place of Y LINK or Y LINK’s suppliers, or any other cause beyond the control of Y LINK (“Force Majeure”).

Article 16 (Termination)

1 If either party hereto breaches any provision of the Service Agreement, the non-breaching party may terminate the Service Agreement by serving written notice or e-mail specifying such breach on the breaching Party by the day before the effective date of termination; provided, however, if such breach is cured during the period as specified in such notice, the Service Agreement shall continue with the same force as if such notice has not been given.

2 Either party hereto may terminate the Service Agreement with immediate effect, by serving a written notice or e-mail on the other party, if any of the followings occurs on the other party; in such a case, the date of termination is the arrival date of the notice to the other party:

1. when the other party’s license and/or permission to operate its business is canceled or suspended by supervisory authorities;
2. when any note or draft issued by the other party is dishonored, or the other party otherwise becomes unable to make payments for its dept;
3. when the property of the other party becomes subject to attachment, provisional attachment, provisional disposition, disposition by public sale, disposition for failure to pay taxes, or any other similar disposition by a public authority;
4. when the other party files a petition or has a petition filed against it by any person for bankruptcy, corporate rehabilitation, or any other relief under the Bankruptcy Act;
5. when a merger, partition of business, transfer of the whole or any substantial part of business or assets, or other fundamental change of business structure, or change of control occurs to the other party;
6. when a resolution for the dissolution is adopted at the general meeting of shareholders; or
7. when the other party commits a material breach of the Service Agreement which is considered to impair the relationship of mutual trust between the parties.

3 Any payment obligations that the terminated party owes the other terminating party becomes immediately due and payable when one or more of the events as provided for in the preceding two paragraphs occur.

Article 17 (Notice)

1 Unless otherwise provided herein, Y LINK may give Client a notice or any other communications from Y LINK concerning the Service by posting it on the Service, the website operated by Y LINK, by email, or in other manners specified by Y LINK.

2 Unless otherwise provided herein, Client shall give Y LINK a notice, inquiry, and other communications relating to the Service in other manners specified by Y LINK.

3 Business hours or other details such as the support to be provided by Y LINK in relation to the Service shall be separately specified by Y LINK.

Article 18 (No Assignment)

1 In no event may Client sell, assign, or otherwise, by merger or by corporate split, transfer, pledge as collateral o, or otherwise encumber, or dispose of, the Service Agreement or any right or obligation under the Service Agreement, in whole or in part, to any third party without Y LINK’s prior written consent. Any attempt to do so in contravention of this Article is void and of no force and effect.

2 Client hereby agrees that if Y LINK assigns or transfers Y LINK business in relation to the Service to a third party (“Business Transfer”), Y LINK may transfer any and all of Y LINK’s titles, rights, and obligations under the Service Agreement and all information obtained by Y LINK in relation to the Service to the third party. For the avoidance of doubt, the Business Transfer includes the comprehensive succession due to the merger, company split, or other corporate rehabilitation in which Y LINK becomes a disappearing company or a splitting company.

Article 19 (Severability)

If any provision of these Terms conflicts with laws in any jurisdiction in where the Service Agreement is executed, or is deemed invalid or unenforceable to any parties, such provision is deemed null and void; however, these Terms shall remain in force in all other respects.

Article 20 (Language)

These Terms are drawn up in the English language. These Terms may be translated into any language other than English; provided, however, the English text shall prevail in any event.

Article 21 (Governing law and jurisdiction)

1 The Service Agreement is governed and construed in accordance with the laws of Thailand, without regard to its conflict of law rules.

2 Y LINK and Client hereby consent to and confer the exclusive jurisdiction upon the court located in Bangkok over all actions arising out of or relating to the Service Agreement.

Revised on March 1, 2024

These Terms (“these Terms”) set forth the conditions for the use of Y LINK Translation Service (“Service”) to be provided to Client (“Client”) by Y LINK Co., Ltd. (“Y LINK”).

Article 1 (General Provisions)

1 These Terms set forth the conditions for the use of the Service and form a binding agreement in relation to the use of the Service (“Service Agreement”) between Client and Y LINK a corporation organized and existing under the laws of Thailand, having its head office at 2 JASMINE BUILDING, 12th Floor, Soi Prasarnmitr (Sukhumvit 23), Sukhumvit Road, North Klongtoey, Wattana, Bangkok 10110.

2 Client shall comply with these Terms in using the Service.

3 If an individual who belongs to a certain organization (including legal entities) applies for and uses the Service on behalf of such organization, such individual is deemed to have the authority to consent to these Terms and execute the Service Agreement with Y LINK on behalf of such organization; in such a case, the organization is a party to the Service Agreement and shall comply with these Terms.

Article 2 (Formation of the Service Agreement)

1 The Service Agreement between Client and Y LINK becomes effective at the time when Client notifies Y LINK of Client’s acceptance of the Service described in the quotation presented by Y LINK (“Quotation”). The Service Agreement shall be in accordance with the descriptions in the Quotation and the provisions of these Terms, and Client is deemed to have agreed to these Terms when Client submits the Quotation to Y LINK.

2 If there is any error or change in the information Client in Client’s application for the Service that Client has provided to Y LINK (“Registered Information”), Client shall, at its own responsibility, notify Y LINK of such error or change in the manner specified by Y LINK Client shall be solely responsible for any loss or damage incurred due to any falsity, error, or omission, or failure of change in the Registered Information; Y LINK is not liable in any way for such loss or damage.

Article 3 (Contents of Service)

1 Y LINK shall provide the Client with the Service in accordance with the works and conditions as specified in the Quotation.

2 Y LINK will amend the translated work within 30 days from the initial delivery date of the translated work. If an amendment request is made more than 30 days after the translated work’s original delivery date, Y LINK is not obligated to make any amendment to the translated work for any reason whatsoever.

Article 4 (Translator)

1 Y LINK shall, at its sole discretion, appoint an appropriate person in charge with the necessary skills to perform the work as specified in the Quotation (“Translator”) as the person in charge of the work.

2 If Client determines that the Translator does not have the skills necessary to perform the work as provided for in the preceding paragraph, Client shall notify Y LINK thereof in writing or by e-mail. In such a case, Y LINK shall consult with Client on how to handle the work.

Article 5 (Service Fee)

1 Client shall pay a fee for the Service (“Service Fee”) to Y LINK in accordance with the amount, payment due date, and other conditions as specified in the Quotation. Client shall bear any bank charge accordingly.

2 The rate of the Service Fee shall be 800 THB per page at the minimum.

3 If Client fails to make any payment hereunder by the payment due date, Client shall, to the fullest extent permitted by applicable law, accrue interest at the rate of 15% per annum of the outstanding amount, on a basis of 365 days, for the period from the following day of the payment due date up to and including the date of actual payment in full. In addition, Client shall compensate for all costs and damages incurred by Y LINK, including without limitation, debt recovery costs and attorneys’ fees.

Article 6 (Cancellation Policy)

If Client cancels the Service for reasons not attributable to Y LINK after the conclusion of the Service Agreement, Client shall pay the full amount of the Service Fee as agreed in the Quotation.
Also, if Client wishes to cancel the Service, Client shall notify Y LINK thereof in writing or by e-mail. This cancellation policy applies at the time when Y LINK receives such notification.

Article 7 (Prohibited Acts)

In the course of using the Service, Client shall not conduct any of the following acts:

1. acts that violate or are likely to violate any applicable laws or regulations, court’s judgments, decisions, or orders, or mandatory administrative measures;
2. acts that are or are likely to be against public orders and morals;
3. acts that infringe or are likely to infringe intellectual property rights, privacy rights, or other rights or benefits of Y LINK, or any third party;
4. acts of providing benefits to criminals, crime organizations, or members thereof through the Service;
5. act to solicit the Translator to be employed directly by the Client or be entrusted with work without relying on Y LINK, without Y LINK’s prior written consent;
6. acts that are contrary to the purposes of these Terms or the objectives of the Service;
7. acts to, directly or indirectly induce, solicit, or encourage any of the foregoing acts;
8. any other acts that Y LINK deems to be inappropriate.

Article 8 (Subcontracting)

Y LINK may, at its own responsibility, subcontract all or part of the Service to a third party. In such a case, Y LINK shall be responsible for any acts of such third party in providing the Service.

Article 9 (Ownership of Rights)

1 Y LINK hereby agrees that any and all intellectual property rights (patent rights, utility model rights, design rights, trademark rights, copyrights (including, without limitation, translation, adaptation, and exploitation of a derivative work), and other intellectual property rights and the rights to register these rights) concerning the deliverables newly created by the Translator in providing the Service (“Deliverables”) and any other rights belong to Client.

2 Client hereby accepts and agrees that Y LINK may use the Deliverables only for its own internal use (including reproduction, public transmission, lending, modification, translation, adaptation, and exploitation of a derivative work) for the purpose of analyzing and improving the Service.

Article 10 (Disclaimer of Warranty)

1 Y LINK disclaims any warranty, express, implied, or statutory, with respect to the Service, including, without limitation, any warranty of fitness for a particular purpose, benefit that Client expects, functionality, merchantability, usefulness, compatibility, completeness, accuracy, continuity, reliability, or utility, availability, accessibility, and legality unless otherwise set forth in the Quotation.

2 Y LINK shall not be liable for any damage or loss incurred by Client due to any falsity, error, or omission in the information or materials provided by Client or any delay or failure to provide the information or materials from Client.

3 In the event of a dispute with any third party in connection with the use of the Service, Client shall, at its own cost and responsibility, resolve such dispute, and Y LINK shall bear no responsibility for any dispute.

Article 11 (Costs and Expenses)

1 Y LINK shall bear all costs and expenses incurred by Y LINK in connection with the provision of the Service unless otherwise set forth in the Quotation.

2 Unless otherwise provided herein, each party hereto shall bear costs and expenses incurred by itself respectively in connection with the Service Agreement and any transaction contemplated thereby.

Article 12 (Handling of Personal Data)

Y LINK will handle any personal data (information that can directly or indirectly identify an alive individual as set forth in Thailand’s Personal Data Protection Act) that Y LINK receives from Client or collects upon Client’s use of the Service in accordance with the provisions of the Privacy Policy separately established by Y LINK; Client hereby agrees to such the handling of the personal data.

Article 13 (Confidentiality)

1 Y LINK shall maintain in confidence and safeguard all information which is disclosed by Client in connection with the Service Agreement (“Confidential Information”), with the due care of a prudent manager.

2 The obligations under this Article shall not apply to the following information:

1. information that has already been in the public domain or hereafter becomes public domain through no fault of the receiving party;
2. information that is already known to the receiving party at the time of disclosure;
3. information that has been legally obtained by the receiving party from a duly authorized third party without an obligation of confidentiality; and
4. information that has been independently developed by the receiving party.

3 Y LINK shall ensure that the Translator complies with the same obligation under this Article with regard to the Confidential Information disclosed by the Client.

Article 14 (Limitation of Liability)

1 Notwithstanding anything contained herein, shall Y LINK’s total liability on any claim, whether in contract, tort, or otherwise, arising out of or in relation to the Service Agreement, in any case, exceeds the total amount of the Service Fee actually received by Y LINK from Client under the Service Agreement except in cases of Y LINK’s willful misconduct or gross negligence.

2 Notwithstanding anything contained herein, Y LINK is in no event liable for any incidental, consequential, indirect, or special damages, including, without limitation, damages for loss of profit and punitive damages, even if Y LINK is notified of the possibility of such damages.

Article 15 (Force Majeure)

Y LINK is not liable for any delay or failure in the performance of any obligation under the Service Agreement in the event that such delay or failure is caused by force majeure,, including but not limited to, acts of God, war, threat of war, warlike conditions, hostilities, mobilization for war, blockade, embargo, detention, revolution, riot, port congestion, looting, strike, lockout, plague or other epidemic, fire, typhoon, earthquake, flood or accident, or acts of governmental or quasi-governmental authorities or any political subdivision or department or agency thereof which is not attributable to Y LINK’s fault, or any shortage or curtailment of labor, material, transportation, or utility which is not attributable to Y LINK’s fault, or any labor trouble at the business place of Y LINK or Y LINK’s suppliers, or any other cause beyond the control of Y LINK (“Force Majeure”).

Article 16 (Termination)

1 If either party hereto breaches any provision of the Service Agreement, the non-breaching party may terminate the Service Agreement by serving written notice specifying such breach on the breaching Party at least 7 days prior to the effective date of termination; provided, however, if such breach is cured during the period as specified in the notice, the Service Agreement continues with the same force as if such notice has not been given.

2 Either party hereto may terminate the Service Agreement with immediate effect, by serving a written notice on the other party, if any of the followings occurs on the other party; in such a case, the date of termination is the arrival date of the notice to the other party:

1. when the other party’s license and/or permission to operate its business is canceled or suspended by supervisory authorities;
2. when any note or draft issued by the other party is dishonored, or the other Party otherwise becomes unable to make payments for its dept;
3. when the property of the other party becomes subject to attachment, provisional attachment, provisional disposition, disposition by public sale, disposition for failure to pay taxes, or any other similar disposition by a public authority;
4. when the other party files a petition or has a petition filed against it by any person for bankruptcy, corporate rehabilitation, or any other relief under the Bankruptcy Act;
5. when a merger, partition of business, transfer of the whole or any substantial part of business or assets, or other fundamental change of business structure, or change of control occurs to the other party;
6. when a resolution for the dissolution is adopted at the general meeting of shareholders; or
7. when the other party commits a material breach of the Service Agreement which is considered to impair the relationship of mutual trust between the parties.

3 Any payment obligations that the terminated party owes the other terminating party becomes immediately due and payable when one or more of the events as provided for in the preceding two paragraphs occur.

Article 17 (Notice)

1 Unless otherwise provided herein, Y LINK may give Client a notice or any other communications from Y LINK concerning the Service by posting it on the Service, the website operated by Y LINK, by email, or in other manners specified by Y LINK.

2 Unless otherwise provided herein, Client shall give Y LINK a notice, inquiry, and other communications relating to the Service in other manners specified by Y LINK.

3 Business hours or other details such as the support to be provided by Y LINK in relation to the Service shall be separately specified by Y LINK.

Article 18 (No Assignment)

1 In no event may Client sell, assign, or otherwise, by merger or by corporate split, transfer, pledge as collateral, or otherwise encumber, or dispose of, the Service Agreement or any right or obligation under the Service Agreement, in whole or in part, to any third party without Y LINK’s prior written consent. Any attempt to do so in contravention of this Article is void and of no force and effect.

2 Client hereby agrees that if Y LINK assigns or transfers Y LINK business in relation to the Service to a third party (“Business Transfer”), Y LINK may transfer any and all of Y LINK’s titles, rights, and obligations under the Service Agreement and all information obtained by Y LINK in relation to the Service to the third party. For the avoidance of doubt, the Business Transfer includes the comprehensive succession due to the merger, company split, or other corporate rehabilitation in which Y LINK becomes a disappearing company or a splitting company.

Article 19 (Severability)

If any provision of these Terms conflicts with laws in any jurisdiction in where the Service Agreement is executed, or is deemed invalid or unenforceable to any parties, such provision is deemed null and void; however, these Terms shall remain in force in all other respects.

Article 20 (Language)

These Terms are drawn up in the English language. These Terms may be translated into any language other than English; provided, however, the English text shall prevail in any event.

Article 21 (Governing law and jurisdiction)

1 The Service Agreement is governed and construed in accordance with the laws of Thailand, without regard to its conflict of law rules.

2 Y LINK and Client hereby consent to and confer the exclusive jurisdiction upon the court located in Bangkok over all actions arising out of or relating to the Service Agreement.

Revised on March 1, 2024

These Terms ( “these Terms”) set forth the conditions for the use of Y LINK Interpreter Dispatch Service (“Service”) to be provided to Client (“Client”) by Y LINK Co., Ltd. (“Y LINK”).

Article 1 (General Provisions)

1 These Terms set forth the conditions for the use of the Service and form a binding agreement in relation to the use of the Service (“Service Agreement”) between Client and Y LINK a corporation organized and existing under the laws of Thailand, having its head office at 2 JASMINE BUILDING, 12th Floor, Soi Prasarnmitr (Sukhumvit 23), Sukhumvit Road, North Klongtoey, Wattana, Bangkok 10110.

2 Client shall comply with these Terms in using the Service.

3 If an individual who belongs to a certain organization (including legal entities) applies for and uses the Service on behalf of such organization, such individual is deemed to have the authority to consent to these Terms and execute the Service Agreement with Y LINK on behalf of such organization; in such a case, the organization is a party to the Service Agreement and shall comply with these Terms.

Article 2 (Formation of the Service Agreement)

1 The Service Agreement between Client and Y LINK becomes effective at the time when Client notifies Y LINK of Client’s acceptance of the Service described in the quotation presented by Y LINK (“Quotation”). The Service Agreement shall be in accordance with the descriptions in the Quotation and the provisions of these Terms, and Client is deemed to have agreed to these Terms when Client submits the Quotation to Y LINK.

2 If there is any error or change in the information in Client’s application for the Service that Client has provided to Y Link, (“Registered Information”), Client shall, at its own responsibility, notify Y LINK of such error or change in the manner specified by Y LINK. Client shall be solely responsible for any loss or damage incurred due to any falsity, error, or omission, or failure of change in the Registered Information; Y LINK is not liable in any way for such loss or damage.

Article 3 (Contents of Service)

1　Y LINK shall provide the Client with the Service in accordance with the works and conditions as specified in the Quotation. Client hereby acknowledges and agrees that Y LINK does not undertake any obligation to prepare and deliver any specific deliverables in the Service.

2 Client shall, at its own responsibility and cost, prepare the necessary equipment and materials for the use of the Service.

3 If Client needs Y LINK to provide the Service that exceeds the service time as specified in the Quotation, Client shall obtain Y LINK’s prior consent.

Article 4 (Interpreter)

1 Y LINK shall may, at its sole discretion, appoint an appropriate interpreter with the necessary skills to perform the work specified in the Quotation (“Interpreter”) as the person in charge of the work.

2 If the Client determines that the Interpreter does not have the skills necessary to perform the work as provided for in described in the preceding paragraph, the Client shall notify Y LINK thereof it in writing or by e-mail. In such a case, Y LINK shall consult with the Client on how to handle the work.

Article 5 (Service Fee)

1 Client shall pay a fee for the Service (“Service Fee”) to Y LINK in accordance with the amount, , payment due date, and other conditions as specified in the Quotation. Client shall bear any bank charge accordingly.

2 The Service Fee shall include the wages to be paid to the Interpreter, 20% of the service charge for the Service (20% of the wages to be paid to the Interpreter), travel expenses and accommodation fee when required due to the location of the workplace, other necessary expenses, and overtime fees if any, and further, 7% VAT is added to the Service Fee.

3 The rate of the wages to be paid to the Interpreter is based on the results of the Japanese-Language Proficiency Test as follows, the interpretation experience of the Interpreter, the quality and content of interpretation, and others.
・N3 level: Minimum wage of 5,000 THB/day
・N2 level: Minimum wage of 7,000 THB/day
・N1 level: Minimum wage of 8,000 THB/day

4 If the Interpreter needs to work outside of business hours (work exceeds 8 hours per day or 4 hours in half a day), the overtime allowance shall be calculated based on the wages to be paid to the Interpreter under the Labor Protection Act.

5 If Client fails to make any payment hereunder by the payment due date, Client shall, to the fullest extent permitted by applicable law, accrue interest at the rate of 15% per annum of the outstanding amount, on a basis of 365 days, for the period from the following day of the payment due date up to and including the date of actual payment in full. In addition, Client shall compensate for all costs and damages incurred by Y LINK, including without limitation, dept recovery costs and attorneys’ fees.

Article 6 (Cancellation Policy)

If Client cancels the Service for reasons not attributable to Y LINK, Client shall pay a cancellation fee as listed in the table below. Also, if Client wishes to cancel the Service, Client shall notify Y LINK thereof in writing or by e-mail. This cancellation policy applies at the time when Y LINK receives such notification.

Article 7 (Prohibited Acts)

In the course of using the Service, Client shall not conduct any of the following acts:

1. acts that violate or are likely to violate any applicable laws or regulations, court’s judgments, decisions, or orders, or mandatory administrative measures;
2. acts that are or are likely to be against public orders and morals;
3. acts that infringe or are likely to infringe intellectual property rights, privacy rights, or other rights or benefits of Y LINK, or any third party;
4. acts of providing benefits to criminals, crime organizations, or members thereof through the Service;
5. act to solicit the Interpreter to be employed directly by the Client or to encourage the Interpreter to resign from Y LINK for the purpose without Y LINK’s prior written consent;
6. acts that are contrary to the purposes of these Terms or the objectives of the Service;
7. acts to, directly or indirectly, induce , solicit , or encourage any of the foregoing acts;
8. any other acts that Y LINK deems to be inappropriate.

Article 8 (Subcontracting)

Y LINK may, at its own responsibility, subcontract all or part of the Service to a third party. In such case, Y LINK shall be responsible for any acts of such third party in providing the Service.

Article 9 (Ownership of Rights)

1 Y LINK hereby agrees that any and all intellectual property rights (patent rights, utility model rights, design rights, trademark rights, copyrights (including, without limitation, translation, adaptation, and exploitation of a derivative work), and other intellectual property rights and the rights to register these rights) concerning the deliverables newly created by the Interpreter in providing the Service (hereinafter called the “Deliverables”) and any other rights belong to Client.

2 Client hereby accepts and agrees that Y LINK may use the Deliverables only for its own internal use (including reproduction, public transmission, lending, modification, translation, adaptation, and exploitation of a derivative work) for the purpose of analyzing and improving the Service.

Article 10 (Disclaimer of Warranty)

1 Y LINK disclaims any warranty, express, implied, or statutory, with respect to the Service, including, without limitation, any warranty of fitness for a particular purpose, benefit that Client expects, functionality, merchantability, usefulness, compatibility, completeness, accuracy, continuity, reliability, or utility, availability, accessibility, and legality, unless otherwise set forth in the Quotation.

2 Y LINK shall not be liable for any damage or loss incurred by Client due to any falsity, error, or omission in the information or materials provided by Client or any delay or failure to provide the information or materials from Client.

3 In the event of a dispute with any third party in connection with the use of the Service, Client shall, at its own responsibility and cost, resolve such dispute, and Y LINK shall bear no responsibility for any dispute.

Article 11 (Costs and Expenses)

1 Y LINK shall bear all costs and expenses incurred by Y LINK in connection with the provision of the Service, unless otherwise set forth in the Quotation.

2 Unless otherwise provided herein, each party hereto shall bear costs and expenses incurred by itself respectively in connection with the Service Agreement and any transaction contemplated thereby.

Article 12 (Handling of Personal Data)

Y LINK will handle any personal data (information that can directly or indirectly identify an alive individual as set forth in Thailand’s Personal Data Protection Act) that Y LINK receives from Client or collects upon Client’s use of the Service in accordance with the provisions of the Privacy Policy separately established by Y LINK; Client hereby agrees to such the handling of the personal data.

Article 13 (Confidentiality)

1 Y LINK shall maintain in confidence and safeguard all information which is disclosed by Client in connection with the Service Agreement (“Confidential Information”), with the due care of a prudent manager.

2 The obligations under this Article shall not apply to the following information:

1. information that has already been in the public domain or hereafter becomes public domain through no fault of the receiving party;
2. information that is already known to the receiving party at the time of disclosure;
3. information that has been legally obtained by the receiving party from a duly authorized third party without an obligation of confidentiality; and
4. information that has been independently developed by the receiving party.

3 Y LINK shall ensure that the Interpreter complies with the same obligation under this Article with regard to the Confidential Information disclosed by the Client.

Article 14 (Limitation of Liability)

1 Notwithstanding anything contained herein, shall Y LINK’s total liability on any claim, whether in contract, tort or otherwise, arising out of or in relation to the Service Agreement, in any case, exceeds the total amount of the Service Fee actually received by Y LINK from Client under the Service Agreement, except in cases of Y LINK’s willful misconduct or gross negligence.

2 Notwithstanding anything contained herein, Y LINK is in no event liable for any incidental, consequential, indirect, or special damages, including, without limitation, damages for loss of profit and punitive damages, even if Y LINK is notified of the possibility of such damages.

Article 15 (Force Majeure)

Y LINK is not liable for any delay or failure in the performance of any obligation under the Service Agreement in the event that such delay or failure is caused by force majeure, including but not limited to, acts of God, war, threat of war, warlike conditions, hostilities, mobilization for war, blockade, embargo, detention, revolution, riot, port congestion, looting, strike, lockout, plague or other epidemic, fire, typhoon, earthquake, flood or accident, or acts of governmental or quasi-governmental authorities or any political subdivision or department or agency thereof which is not attributable to Y LINK’s fault, or any shortage or curtailment of labor, material, transportation, or utility which is not attributable to Y LINK’s fault, or any labor trouble at the business place of Y LINK or Y LINK’s suppliers, or any other cause beyond the control of Y LINK(“Force Majeure”).

Article 16 (Termination)

1 If either party hereto breaches any provision of the Service Agreement, the non-breaching party may terminate the Service Agreement by serving written notice or e-mail specifying such breach on the breaching party at least 7 days prior to the effective date of termination; provided, however, if such breach is cured during the period as specified in such notice, the Service Agreement shall continue with the same force as if such notice has not been given.

2 Either party hereto may terminate the Service Agreement with immediate effect, by serving a written notice or e-mail on the other party, if any of the followings occurs on the other party; in such a case, the date of termination is the arrival date of the notice to the other party:

1. when the other party’s license and/or permission to operate its business is canceled or suspended by supervisory authorities;
2. when any note or draft issued by the other party is dishonored, or the other Party otherwise becomes unable to make payments for its dept ;
3. when the property of the other party becomes subject to attachment, provisional attachment, provisional disposition, disposition by public sale, disposition for failure to pay taxes, or any other similar disposition by a public authority;
4. when the other party files a petition or has a petition filed against it by any person for bankruptcy, corporate rehabilitation, or any other relief under the Bankruptcy Act;
5. when a merger, partition of business, transfer of the whole or any substantial part of business or assets, or other fundamental change of business structure, or change of control occurs to the other party;
6. when a resolution for the dissolution is adopted at the general meeting of shareholders; or
7. when the other party commits a material breach of the Service Agreement which is considered to impair the relationship of mutual trust between the parties.

3 Any payment obligations that the terminated party owes the other terminating party becomes immediately due and payable when one or more of the events as provided for in the preceding two paragraphs occur.

Article 17 (Notice)

1 Unless otherwise provided herein, Y LINK may give Client a notice or any other communications from Y LINK concerning the Service by posting it on the Service, the website operated by Y LINK, by email, or in other manners specified by Y LINK.

2 Unless otherwise provided herein, Client shall give Y LINK a notice, inquiry, and other communications relating to the Service in other manners specified by Y LINK.

3 Business hours or other details such as the support to be provided by Y LINK in relation to the Service shall be separately specified by Y LINK.

Article 18 (No Assignment)

1 In no event may Client sell, assign, or otherwise, by merger or by corporate split, transfer, pledge as collateral, or otherwise encumber, or dispose of, the Service Agreement or any right or obligation under the Service Agreement, in whole or in part, to any third party without Y LINK’s prior written consent. Any attempt to do so in contravention of this Article is void and of no force and effect.

2 Client hereby agrees that if Y LINK assigns or transfers Y LINK business in relation to the Service to a third party (hereinafter referred to as the “Business Transfer”), Y LINK may transfer any and all of Y LINK’s titles, rights, and obligations under the Service Agreement and all information obtained by Y LINK in relation to the Service to the third party. For the avoidance of doubt, the Business Transfer includes the comprehensive succession due to the merger, company split, or other corporate rehabilitation in which Y LINK becomes a disappearing company or a splitting company.

Article 19 (Severability)

If any provision of these Terms conflicts with laws in any jurisdiction in where the Service Agreement is executed or is deemed invalid or unenforceable to any parties, such provision is deemed null and void; however, these Terms shall remain in force in all other respects.

Article 20 (Language)

These Terms are drawn up in the English language. These Terms may be translated into any language other than English; provided, however, the English text shall prevail in any event.

Article 21 (Governing law and jurisdiction)

1 The Service Agreement is governed and construed in accordance with the laws of Thailand, without regard to its conflict of law rules.

2 Y LINK and Client hereby consent to and confer the exclusive jurisdiction upon the court located in Bangkok over all actions arising out of or relating to the Service Agreement.

Revised on March 1, 2024

These Terms (these Terms”) set forth the conditions for the use of the Y LINK Short-Term Dispatch Service (Service”) to be provided to Client (“Client”) by Y LINK Co., Ltd. (Y LINK”).

Article 1 (General Provisions)

1 These Terms set forth the conditions for the use of the Service and form a binding agreement in relation to the use of the Service (“Service Agreement”) between Client and Y LINK a corporation organized and existing under the laws of Thailand, having its head office at 2 JASMINE BUILDING, 12th Floor, Soi Prasarnmitr (Sukhumvit 23), Sukhumvit Road, North Klongtoey, Wattana, Bangkok 10110.

2 Client shall comply with these Terms in using the Service.

3 If an individual who belongs to a certain organization (including legal entities) applies for and uses the Service on behalf of the organization, the individual is deemed to have the authority to consent to these Terms and execute the Service Agreement with Y LINK on behalf of such organization; in such a case, the organization is a party to the Service Agreement and shall comply with these Terms.

Article 2 (Formation of the Service Agreement)

1 The Service Agreement between Client and Y LINK becomes effective at the time when Client notifies Y LINK of Client’s acceptance of the Service described in the quotation presented by Y LINK (“Quotation”). The Service Agreement shall be in accordance with the descriptions in the Quotation and the provisions of these Terms, and Client is deemed to have agreed to these Terms when Client submits the Quotation to Y LINK.

2 If there is any error or change in the information in Client’s application for the Service that Client has provided to Y Link (“Registered Information”), Client shall, at its own responsibility, notify Y LINK of such error or change in the manner specified by Y LINK Client shall be solely responsible for any loss or damage incurred due to any falsity, error, or omission, or failure of change in the Registered Information; Y LINK is not liable in any way for such loss or damage.

Article 3 (Contents of Service)

1 Y LINK shall provide the Client with the Service in accordance with the works and conditions as specified in the Quotation. Client hereby acknowledges and agrees that Y LINK does not undertake any obligation to prepare and deliver any specific deliverables in the Service.

2 Client shall, at its own responsibility and cost, prepare the necessary equipment and materials for the use of the Service.

3 If Client needs Y LINK to provide the Service that exceeds the service time as specified in the Quotation, Client shall obtain Y LINK’s prior consent.

Article 4 (Person in Charge)

1 Y LINK shall, at its sole discretion, appoint an appropriate person in charge with the necessary skills to perform the work as specified in the Quotation (“PIC”) as the person in charge of the work.

2 If Client determines that the PIC does not have the skills necessary to perform the work as provided for in in the preceding paragraph, Client shall notify Y LINK thereof in writing or by e-mail. In such a case, Y LINK shall consult with the Client on how to handle the work.

Article 5 (Service Fee)

1 Client shall pay a fee for the Service (“Service Fee”) to Y LINK in accordance with the amount, payment due date, and other conditions as specified in the Quotation. Client shall bear any bank charge accordingly.

2 The Service Fee shall include the wages to be paid to the PIC, 20% of the service charge for the Service (20% of the wages to be paid to the PIC), travel expenses and accommodation fee when required due to the location of the workplace, other necessary expenses, and overtime fees if any, and further, 7% of VAT is added to the Service Fee.

3  The rate of the wage to be paid to the PIC shall be 700 THB a day at the minimum by taking into account the PIC’s language level which is necessary to perform its duty, performance of the work, and others.

4 If the PIC needs to work outside of business hours (work exceeds 8 hours per day or 4 hours in half a day), the overtime allowance shall be calculated based on the wages to be paid to PIC under the Labor Protection Act.

5 If Client fails to make any payment hereunder by the payment due date, Client shall, to the fullest extent permitted by applicable law, accrue interest at the rate of 15% per annum on the outstanding amount, on a basis of 365 days, for the period from the following day of the payment due date up to and including the date of actual payment in full. In addition, Client shall compensate for all costs and damages incurred by Y LINK, including without limitation, dept recovery costs and attorneys’ fees.

Article 6 (Cancellation Policy)

If Client cancels the Service for reasons not attributable to Y LINK, Client shall pay a cancellation fee as listed in the table below. Also, if Client wishes to cancel the Service, Client shall notify Y LINK thereof in writing or by e-mail. This cancellation policy shall apply at the time when Y LINK receives such notification.

Article 7 (Prohibited Acts)

In the course of using the Service, Client shall not conduct any of the following acts:

1. acts that violate or are likely to violate any applicable laws or regulations, court’s judgments, decisions, or orders, or mandatory administrative measures;
2. acts that are or are likely to be against public orders and morals;
3. acts that infringe or are likely to infringe intellectual property rights, privacy rights, or other rights or benefits of Y LINK, or any third party;
4. acts of providing benefits to criminals, crime organizations, or members thereof through the Service;
5. act to solicit a PIC to be employed directly by Client or to encourage PIC to resign from Y LINK for that purpose without Y LINK’s prior written consent;
6. acts that are contrary to the purposes of these Terms or the objectives of the Service;
7. acts to, directly or indirectly, induce, solicit, or encourage any of the foregoing acts; and
8. any other acts that Y LINK deems to be inappropriate.

Article 8 (Subcontracting)

Y LINK may, at its own responsibility, subcontract all or part of the Service to a third party. In such a case, Y LINK shall be responsible for any acts of such third party in providing the Service.

Article 9 (Ownership of Rights)

1 Y LINK hereby agrees that any and all intellectual property rights (patent rights, utility model rights, design rights, trademark rights, copyrights (including, without limitation, translation, adaptation, and exploitation of a derivative work), and other intellectual property rights, and the rights to register these rights) concerning the deliverables newly created by the PIC in providing the Service ( “Deliverables”) and any other rights belong to Client.

2 Client hereby accepts and agrees that Y LINK may use the Deliverables only for its own internal use (including reproduction, public transmission, lending, modification, translation, adaptation, and exploitation of a derivative work) for the purpose of analyzing and improving the Service.

Article 10 (Disclaimer of Warranty)

1 Y LINK disclaims any warranty, express, implied, or statutory, with respect to the Service, including, without limitation, any warranty of fitness for a particular purpose, benefit that Client expects, functionality, merchantability, usefulness, compatibility, completeness, accuracy, continuity, reliability, or utility, availability, accessibility, and legality, unless otherwise set forth in the Quotation.

2 Y LINK shall not be liable for any damage or loss incurred by Client due to any falsity, error, or omission in the information or materials provided by Client or any delay or failure to provide the necessary information or materials from Client.

3 In the event of a dispute with any third party in connection with the use of the Service, Client shall, at its own responsibility and cost, resolve such dispute, and Y LINK shall bear no responsibility for any dispute.

Article 11 (Costs and Expenses)

1 Y LINK shall bear all costs and expenses incurred by Y LINK in connection with the provision of the Service, unless otherwise set forth in the Quotation.

2 Unless otherwise provided herein, each party hereto shall bear costs and expenses incurred by itself respectively in connection with the Service Agreement and any transaction contemplated thereby.

Article 12 (Handling of Personal Data)

Y LINK will handle any personal data (information that can directly or indirectly identify an alive individual as set forth in Thailand’s Personal Data Protection Act) that Y LINK receives from Client or collects upon Client’s use of the Service in accordance with the provisions of the Privacy Policy separately established by Y LINK; Client hereby agrees to such the handling of personal data.

Article 13 (Confidentiality)

1 Y LINK shall maintain in confidence and safeguard all information which is disclosed by Client in connection with this Service Agreement (“Confidential Information”), with the due care of a prudent manager.

2 The obligations under this Article shall not apply to the following information:

1. information that has already been in the public domain or hereafter becomes public domain through no fault of the receiving party;
2. information that is already known to the receiving party at the time of disclosure;
3. information that has been legally obtained by the receiving party from a duly authorized third party without an obligation of confidentiality; and
4. information that has been independently developed by the receiving party.

3 Y LINK shall ensure that the PIC complies with the same obligation under this Article with regard to the Confidential Information disclosed by the Client.

Article 14 (Limitation of Liability)

1 Notwithstanding anything contained herein, shall Y LINK’s total liability on any claim, whether in contract, tort or otherwise, arising out of or in relation to the Service Agreement, in any event, exceeds the total amount of the Service Fee actually received by Y LINK from Client under the Service Agreement, except in cases of Y LINK’s willful misconduct or gross negligence.

2 Notwithstanding anything contained herein, Y LINK is in no event liable for any incidental, consequential, indirect, or special damages, including, without limitation, damages for loss of profit and punitive damages, even if Y LINK is notified of the possibility of such damages.

Article 15 (Force Majeure)

Y LINK is not liable for any delay or failure in the performance of any obligation under the Service Agreement in the event that such delay or failure is caused by force majeure, including but not limited to, acts of God, war, threat of war, warlike conditions, hostilities, mobilization for war, blockade, embargo, detention, revolution, riot, port congestion, looting, strike, lockout, plague or other epidemic, fire, typhoon, earthquake, flood or accident, or acts of governmental or quasi-governmental authorities or any political subdivision or department or agency thereof which is not attributable to Y LINK fault, or any shortage or curtailment of labor, material, transportation, or utility which is not attributable to Y LINK fault, or any labor trouble at the place of Y LINK business or Y LINK suppliers, or any other cause beyond the control of Y LINK　(“Force Majeure” ).

Article 16 (Termination)

1 If either party hereto breaches any provision of the Service Agreement, the non-breaching party may terminate the Service Agreement by serving written notice or e-mail specifying such breach on the breaching party at least 7 days prior to the effective date of termination; provided, however, if such breach is cured during the period as specified in such notice, the Service Agreement shall continue with the same force as if such notice has not been given.

2 Either party hereto may terminate the Service Agreement with immediate effect, by serving a written notice or e-mail on the other party, if any of the followings occurs on the other party; in such a case, the date of termination is the arrival date of the notice to the other party:

1. when the other party’s license and/or permission to operate its business is canceled or suspended by supervisory authorities;
2. when any note or draft issued by the other party is dishonored, or the other party otherwise becomes unable to make payments for its dept;
3. when the property of the other party becomes subject to attachment, provisional attachment, provisional disposition, disposition by public sale, disposition for failure to pay taxes, or any other similar disposition by a public authority;
4. when the other party files a petition or has a petition filed against it by any person for bankruptcy, corporate rehabilitation, or any other relief under the Bankruptcy Act ;
5. when a merger, partition of business, transfer of the whole or any substantial part of business or assets, or other fundamental change of business structure, or change of control occurs to the other party;
6. when a resolution for the dissolution is adopted by the general meeting of shareholders; or
7. when the other party commits a material breach of the Service Agreement which is considered to impair the relationship of mutual trust between the parties.

3 Any payment obligations that the terminated party owes the other terminating party becomes immediately due and payable when one or more of the events as provided for in the preceding two paragraphs occur.

Article 17 (Notice)

1 Unless otherwise provided herein, Y LINK may give Client a notice or any other communications from Y LINK concerning the Service by posting it on the Service, the website operated by Y LINK, by email, or in other manners specified by Y LINK.

2 Unless otherwise provided herein, Client shall give Y LINK a notice, inquiry, and other communications relating to the Service in other manners specified by Y LINK.

3 Business hours or other details such as the support to be provided by Y LINK in relation to the Service shall be separately specified by Y LINK.

Article 18 (No Assignment)

1 In no event may Client sell, assign, or otherwise, by merger or by company split, transfer, pledge as collateral, or otherwise encumber, or dispose of, the Service Agreement or any right or obligation under the Service Agreement, in whole or in part, to any third party without Y LINK’s prior written consent. Any attempt to do so in contravention of this Article is void and of no force and effect.

2 Client hereby agrees that if Y LINK assigns or transfers Y LINK business in relation to the Service to a third party (“Business Transfer”), Y LINK may transfer any and all of Y LINK titles, rights, and obligations under the Service Agreement and all information obtained by Y LINK in relation to the Service to the third party. For the avoidance of doubt, the Business Transfer includes the comprehensive succession due to the merger, company split, or other corporate rehabilitation in which Y LINK becomes a disappearing company or a splitting company.

Article 19 (Severability)

If any provision of these Terms conflicts with laws in any jurisdiction in where the Service Agreement is executed or is deemed invalid or unenforceable to any parties such provision is deemed null and void; however, these Terms shall remain in force in all other respects.

Article 20 (Language)

These Terms are drawn up in the English language. These Terms may be translated into any language other than English; provided, however, the English text prevails in any event.

Article 21 (Governing law and jurisdiction)

1 The Service Agreement is governed and construed in accordance with the laws of Thailand, without regard to its conflict of law rules.

2 Y LINK and Client hereby consent to and confer the exclusive jurisdiction upon the court located in Bangkok over all actions arising out of or relating to the Service Agreement.

Revised on March 1, 2024

These Terms (these Terms”) set forth the conditions for the use of the Y LINK Short-Term Dispatch Service (Service”) to be provided to Client (“Client”) by Y LINK Co., Ltd. (Y LINK”).

Article 1 (General Provisions)

1 These Terms set forth the conditions for the use of the Service and form a binding agreement in relation to the use of the Service (“Service Agreement”) between Client and Y LINK a corporation organized and existing under the laws of Thailand, having its head office at 2 JASMINE BUILDING, 12th Floor, Soi Prasarnmitr (Sukhumvit 23), Sukhumvit Road, North Klongtoey, Wattana, Bangkok 10110.

2 Client shall comply with these Terms in using the Service.

3 If an individual who belongs to a certain organization (including legal entities) applies for and uses the Service on behalf of the organization, the individual is deemed to have the authority to consent to these Terms and execute the Service Agreement with Y LINK on behalf of such organization; in such a case, the organization is a party to the Service Agreement and shall comply with these Terms.

Article 2 (Formation of the Service Agreement)

1 The Service Agreement between Client and Y LINK becomes effective at the time when Client notifies Y LINK of Client’s acceptance of the Service described in the quotation presented by Y LINK (“Quotation”). The Service Agreement shall be in accordance with the descriptions in the Quotation and the provisions of these Terms, and Client is deemed to have agreed to these Terms when Client submits the Quotation to Y LINK.

2 If there is any error or change in the information in Client’s application for the Service that Client has provided to Y Link (“Registered Information”), Client shall, at its own responsibility, notify Y LINK of such error or change in the manner specified by Y LINK Client shall be solely responsible for any loss or damage incurred due to any falsity, error, or omission, or failure of change in the Registered Information; Y LINK is not liable in any way for such loss or damage.

Article 3 (Contents of Service)

1 Y LINK shall provide the Client with the Service in accordance with the works and conditions as specified in the Quotation. Client hereby acknowledges and agrees that Y LINK does not undertake any obligation to prepare and deliver any specific deliverables in the Service.

2 Client shall, at its own responsibility and cost, prepare the necessary equipment and materials for the use of the Service.

3 If Client needs Y LINK to provide the Service that exceeds the service time as specified in the Quotation, Client shall obtain Y LINK’s prior consent.

Article 4 (Person in Charge)

1 Y LINK shall, at its sole discretion, appoint an appropriate person in charge with the necessary skills to perform the work as specified in the Quotation (“PIC”) as the person in charge of the work.

2 If Client determines that the PIC does not have the skills necessary to perform the work as provided for in in the preceding paragraph, Client shall notify Y LINK thereof in writing or by e-mail. In such a case, Y LINK shall consult with the Client on how to handle the work.

Article 5 (Service Fee)

1 Client shall pay a fee for the Service (“Service Fee”) to Y LINK in accordance with the amount, payment due date, and other conditions as specified in the Quotation. Client shall bear any bank charge accordingly.

2 The Service Fee shall include the wages to be paid to the PIC, 20% of the service charge for the Service (20% of the wages to be paid to the PIC), travel expenses and accommodation fee when required due to the location of the workplace, other necessary expenses, and overtime fees if any, and further, 7% of VAT is added to the Service Fee.

3  The rate of the wage to be paid to the PIC shall be 700 THB a day at the minimum by taking into account the PIC’s language level which is necessary to perform its duty, performance of the work, and others.

4 If the PIC needs to work outside of business hours (work exceeds 8 hours per day or 4 hours in half a day), the overtime allowance shall be calculated based on the wages to be paid to PIC under the Labor Protection Act.

5 If Client fails to make any payment hereunder by the payment due date, Client shall, to the fullest extent permitted by applicable law, accrue interest at the rate of 15% per annum on the outstanding amount, on a basis of 365 days, for the period from the following day of the payment due date up to and including the date of actual payment in full. In addition, Client shall compensate for all costs and damages incurred by Y LINK, including without limitation, dept recovery costs and attorneys’ fees.

Article 6 (Cancellation Policy)

If Client cancels the Service for reasons not attributable to Y LINK, Client shall pay a cancellation fee as listed in the table below. Also, if Client wishes to cancel the Service, Client shall notify Y LINK thereof in writing or by e-mail. This cancellation policy shall apply at the time when Y LINK receives such notification.

Article 7 (Prohibited Acts)

In the course of using the Service, Client shall not conduct any of the following acts:

1. acts that violate or are likely to violate any applicable laws or regulations, court’s judgments, decisions, or orders, or mandatory administrative measures;
2. acts that are or are likely to be against public orders and morals;
3. acts that infringe or are likely to infringe intellectual property rights, privacy rights, or other rights or benefits of Y LINK, or any third party;
4. acts of providing benefits to criminals, crime organizations, or members thereof through the Service;
5. act to solicit a PIC to be employed directly by Client or to encourage PIC to resign from Y LINK for that purpose without Y LINK’s prior written consent;
6. acts that are contrary to the purposes of these Terms or the objectives of the Service;
7. acts to, directly or indirectly, induce, solicit, or encourage any of the foregoing acts; and
8. any other acts that Y LINK deems to be inappropriate.

Article 8 (Subcontracting)

Y LINK may, at its own responsibility, subcontract all or part of the Service to a third party. In such a case, Y LINK shall be responsible for any acts of such third party in providing the Service.

Article 9 (Ownership of Rights)

1 Y LINK hereby agrees that any and all intellectual property rights (patent rights, utility model rights, design rights, trademark rights, copyrights (including, without limitation, translation, adaptation, and exploitation of a derivative work), and other intellectual property rights, and the rights to register these rights) concerning the deliverables newly created by the PIC in providing the Service ( “Deliverables”) and any other rights belong to Client.

2 Client hereby accepts and agrees that Y LINK may use the Deliverables only for its own internal use (including reproduction, public transmission, lending, modification, translation, adaptation, and exploitation of a derivative work) for the purpose of analyzing and improving the Service.

Article 10 (Disclaimer of Warranty)

1 Y LINK disclaims any warranty, express, implied, or statutory, with respect to the Service, including, without limitation, any warranty of fitness for a particular purpose, benefit that Client expects, functionality, merchantability, usefulness, compatibility, completeness, accuracy, continuity, reliability, or utility, availability, accessibility, and legality, unless otherwise set forth in the Quotation.

2 Y LINK shall not be liable for any damage or loss incurred by Client due to any falsity, error, or omission in the information or materials provided by Client or any delay or failure to provide the necessary information or materials from Client.

3 In the event of a dispute with any third party in connection with the use of the Service, Client shall, at its own responsibility and cost, resolve such dispute, and Y LINK shall bear no responsibility for any dispute.

Article 11 (Costs and Expenses)

1 Y LINK shall bear all costs and expenses incurred by Y LINK in connection with the provision of the Service, unless otherwise set forth in the Quotation.

2 Unless otherwise provided herein, each party hereto shall bear costs and expenses incurred by itself respectively in connection with the Service Agreement and any transaction contemplated thereby.

Article 12 (Handling of Personal Data)

Y LINK will handle any personal data (information that can directly or indirectly identify an alive individual as set forth in Thailand’s Personal Data Protection Act) that Y LINK receives from Client or collects upon Client’s use of the Service in accordance with the provisions of the Privacy Policy separately established by Y LINK; Client hereby agrees to such the handling of personal data.

Article 13 (Confidentiality)

1 Y LINK shall maintain in confidence and safeguard all information which is disclosed by Client in connection with this Service Agreement (“Confidential Information”), with the due care of a prudent manager.

2 The obligations under this Article shall not apply to the following information:

1. information that has already been in the public domain or hereafter becomes public domain through no fault of the receiving party;
2. information that is already known to the receiving party at the time of disclosure;
3. information that has been legally obtained by the receiving party from a duly authorized third party without an obligation of confidentiality; and
4. information that has been independently developed by the receiving party.

3 Y LINK shall ensure that the PIC complies with the same obligation under this Article with regard to the Confidential Information disclosed by the Client.

Article 14 (Limitation of Liability)

1 Notwithstanding anything contained herein, shall Y LINK’s total liability on any claim, whether in contract, tort or otherwise, arising out of or in relation to the Service Agreement, in any event, exceeds the total amount of the Service Fee actually received by Y LINK from Client under the Service Agreement, except in cases of Y LINK’s willful misconduct or gross negligence.

2 Notwithstanding anything contained herein, Y LINK is in no event liable for any incidental, consequential, indirect, or special damages, including, without limitation, damages for loss of profit and punitive damages, even if Y LINK is notified of the possibility of such damages.

Article 15 (Force Majeure)

Y LINK is not liable for any delay or failure in the performance of any obligation under the Service Agreement in the event that such delay or failure is caused by force majeure, including but not limited to, acts of God, war, threat of war, warlike conditions, hostilities, mobilization for war, blockade, embargo, detention, revolution, riot, port congestion, looting, strike, lockout, plague or other epidemic, fire, typhoon, earthquake, flood or accident, or acts of governmental or quasi-governmental authorities or any political subdivision or department or agency thereof which is not attributable to Y LINK fault, or any shortage or curtailment of labor, material, transportation, or utility which is not attributable to Y LINK fault, or any labor trouble at the place of Y LINK business or Y LINK suppliers, or any other cause beyond the control of Y LINK　(“Force Majeure” ).

Article 16 (Termination)

1 If either party hereto breaches any provision of the Service Agreement, the non-breaching party may terminate the Service Agreement by serving written notice or e-mail specifying such breach on the breaching party at least 7 days prior to the effective date of termination; provided, however, if such breach is cured during the period as specified in such notice, the Service Agreement shall continue with the same force as if such notice has not been given.

2 Either party hereto may terminate the Service Agreement with immediate effect, by serving a written notice or e-mail on the other party, if any of the followings occurs on the other party; in such a case, the date of termination is the arrival date of the notice to the other party:

1. when the other party’s license and/or permission to operate its business is canceled or suspended by supervisory authorities;
2. when any note or draft issued by the other party is dishonored, or the other party otherwise becomes unable to make payments for its dept;
3. when the property of the other party becomes subject to attachment, provisional attachment, provisional disposition, disposition by public sale, disposition for failure to pay taxes, or any other similar disposition by a public authority;
4. when the other party files a petition or has a petition filed against it by any person for bankruptcy, corporate rehabilitation, or any other relief under the Bankruptcy Act ;
5. when a merger, partition of business, transfer of the whole or any substantial part of business or assets, or other fundamental change of business structure, or change of control occurs to the other party;
6. when a resolution for the dissolution is adopted by the general meeting of shareholders; or
7. when the other party commits a material breach of the Service Agreement which is considered to impair the relationship of mutual trust between the parties.

3 Any payment obligations that the terminated party owes the other terminating party becomes immediately due and payable when one or more of the events as provided for in the preceding two paragraphs occur.

Article 17 (Notice)

1 Unless otherwise provided herein, Y LINK may give Client a notice or any other communications from Y LINK concerning the Service by posting it on the Service, the website operated by Y LINK, by email, or in other manners specified by Y LINK.

2 Unless otherwise provided herein, Client shall give Y LINK a notice, inquiry, and other communications relating to the Service in other manners specified by Y LINK.

3 Business hours or other details such as the support to be provided by Y LINK in relation to the Service shall be separately specified by Y LINK.

Article 18 (No Assignment)

1 In no event may Client sell, assign, or otherwise, by merger or by company split, transfer, pledge as collateral, or otherwise encumber, or dispose of, the Service Agreement or any right or obligation under the Service Agreement, in whole or in part, to any third party without Y LINK’s prior written consent. Any attempt to do so in contravention of this Article is void and of no force and effect.

2 Client hereby agrees that if Y LINK assigns or transfers Y LINK business in relation to the Service to a third party (“Business Transfer”), Y LINK may transfer any and all of Y LINK titles, rights, and obligations under the Service Agreement and all information obtained by Y LINK in relation to the Service to the third party. For the avoidance of doubt, the Business Transfer includes the comprehensive succession due to the merger, company split, or other corporate rehabilitation in which Y LINK becomes a disappearing company or a splitting company.

Article 19 (Severability)

If any provision of these Terms conflicts with laws in any jurisdiction in where the Service Agreement is executed or is deemed invalid or unenforceable to any parties such provision is deemed null and void; however, these Terms shall remain in force in all other respects.

Article 20 (Language)

These Terms are drawn up in the English language. These Terms may be translated into any language other than English; provided, however, the English text prevails in any event.

Article 21 (Governing law and jurisdiction)

1 The Service Agreement is governed and construed in accordance with the laws of Thailand, without regard to its conflict of law rules.

2 Y LINK and Client hereby consent to and confer the exclusive jurisdiction upon the court located in Bangkok over all actions arising out of or relating to the Service Agreement.

Revised on March 1, 2024

These Terms (“these Terms”) set forth the conditions for the use of Y LINK Translation Service (“Service”) to be provided to Client (“Client”) by Y LINK Co., Ltd. (“Y LINK”).

Article 1 (General Provisions)

1 These Terms set forth the conditions for the use of the Service and form a binding agreement in relation to the use of the Service (“Service Agreement”) between Client and Y LINK a corporation organized and existing under the laws of Thailand, having its head office at 2 JASMINE BUILDING, 12th Floor, Soi Prasarnmitr (Sukhumvit 23), Sukhumvit Road, North Klongtoey, Wattana, Bangkok 10110.

2 Client shall comply with these Terms in using the Service.

3 If an individual who belongs to a certain organization (including legal entities) applies for and uses the Service on behalf of such organization, such individual is deemed to have the authority to consent to these Terms and execute the Service Agreement with Y LINK on behalf of such organization; in such a case, the organization is a party to the Service Agreement and shall comply with these Terms.

Article 2 (Formation of the Service Agreement)

1 The Service Agreement between Client and Y LINK becomes effective at the time when Client notifies Y LINK of Client’s acceptance of the Service described in the quotation presented by Y LINK (“Quotation”). The Service Agreement shall be in accordance with the descriptions in the Quotation and the provisions of these Terms, and Client is deemed to have agreed to these Terms when Client submits the Quotation to Y LINK.

2 If there is any error or change in the information Client in Client’s application for the Service that Client has provided to Y LINK (“Registered Information”), Client shall, at its own responsibility, notify Y LINK of such error or change in the manner specified by Y LINK Client shall be solely responsible for any loss or damage incurred due to any falsity, error, or omission, or failure of change in the Registered Information; Y LINK is not liable in any way for such loss or damage.

Article 3 (Contents of Service)

1 Y LINK shall provide the Client with the Service in accordance with the works and conditions as specified in the Quotation.

2 Y LINK will amend the translated work within 30 days from the initial delivery date of the translated work. If an amendment request is made more than 30 days after the translated work’s original delivery date, Y LINK is not obligated to make any amendment to the translated work for any reason whatsoever.

Article 4 (Translator)

1 Y LINK shall, at its sole discretion, appoint an appropriate person in charge with the necessary skills to perform the work as specified in the Quotation (“Translator”) as the person in charge of the work.

2 If Client determines that the Translator does not have the skills necessary to perform the work as provided for in the preceding paragraph, Client shall notify Y LINK thereof in writing or by e-mail. In such a case, Y LINK shall consult with Client on how to handle the work.

Article 5 (Service Fee)

1 Client shall pay a fee for the Service (“Service Fee”) to Y LINK in accordance with the amount, payment due date, and other conditions as specified in the Quotation. Client shall bear any bank charge accordingly.

2 The rate of the Service Fee shall be 800 THB per page at the minimum.

3 If Client fails to make any payment hereunder by the payment due date, Client shall, to the fullest extent permitted by applicable law, accrue interest at the rate of 15% per annum of the outstanding amount, on a basis of 365 days, for the period from the following day of the payment due date up to and including the date of actual payment in full. In addition, Client shall compensate for all costs and damages incurred by Y LINK, including without limitation, debt recovery costs and attorneys’ fees.

Article 6 (Cancellation Policy)

If Client cancels the Service for reasons not attributable to Y LINK after the conclusion of the Service Agreement, Client shall pay the full amount of the Service Fee as agreed in the Quotation.
Also, if Client wishes to cancel the Service, Client shall notify Y LINK thereof in writing or by e-mail. This cancellation policy applies at the time when Y LINK receives such notification.

Article 7 (Prohibited Acts)

In the course of using the Service, Client shall not conduct any of the following acts:

1. acts that violate or are likely to violate any applicable laws or regulations, court’s judgments, decisions, or orders, or mandatory administrative measures;
2. acts that are or are likely to be against public orders and morals;
3. acts that infringe or are likely to infringe intellectual property rights, privacy rights, or other rights or benefits of Y LINK, or any third party;
4. acts of providing benefits to criminals, crime organizations, or members thereof through the Service;
5. act to solicit the Translator to be employed directly by the Client or be entrusted with work without relying on Y LINK, without Y LINK’s prior written consent;
6. acts that are contrary to the purposes of these Terms or the objectives of the Service;
7. acts to, directly or indirectly induce, solicit, or encourage any of the foregoing acts;
8. any other acts that Y LINK deems to be inappropriate.

Article 8 (Subcontracting)

Y LINK may, at its own responsibility, subcontract all or part of the Service to a third party. In such a case, Y LINK shall be responsible for any acts of such third party in providing the Service.

Article 9 (Ownership of Rights)

1 Y LINK hereby agrees that any and all intellectual property rights (patent rights, utility model rights, design rights, trademark rights, copyrights (including, without limitation, translation, adaptation, and exploitation of a derivative work), and other intellectual property rights and the rights to register these rights) concerning the deliverables newly created by the Translator in providing the Service (“Deliverables”) and any other rights belong to Client.

2 Client hereby accepts and agrees that Y LINK may use the Deliverables only for its own internal use (including reproduction, public transmission, lending, modification, translation, adaptation, and exploitation of a derivative work) for the purpose of analyzing and improving the Service.

Article 10 (Disclaimer of Warranty)

1 Y LINK disclaims any warranty, express, implied, or statutory, with respect to the Service, including, without limitation, any warranty of fitness for a particular purpose, benefit that Client expects, functionality, merchantability, usefulness, compatibility, completeness, accuracy, continuity, reliability, or utility, availability, accessibility, and legality unless otherwise set forth in the Quotation.

2 Y LINK shall not be liable for any damage or loss incurred by Client due to any falsity, error, or omission in the information or materials provided by Client or any delay or failure to provide the information or materials from Client.

3 In the event of a dispute with any third party in connection with the use of the Service, Client shall, at its own cost and responsibility, resolve such dispute, and Y LINK shall bear no responsibility for any dispute.

Article 11 (Costs and Expenses)

1 Y LINK shall bear all costs and expenses incurred by Y LINK in connection with the provision of the Service unless otherwise set forth in the Quotation.

2 Unless otherwise provided herein, each party hereto shall bear costs and expenses incurred by itself respectively in connection with the Service Agreement and any transaction contemplated thereby.

Article 12 (Handling of Personal Data)

Y LINK will handle any personal data (information that can directly or indirectly identify an alive individual as set forth in Thailand’s Personal Data Protection Act) that Y LINK receives from Client or collects upon Client’s use of the Service in accordance with the provisions of the Privacy Policy separately established by Y LINK; Client hereby agrees to such the handling of the personal data.

Article 13 (Confidentiality)

1 Y LINK shall maintain in confidence and safeguard all information which is disclosed by Client in connection with the Service Agreement (“Confidential Information”), with the due care of a prudent manager.

2 The obligations under this Article shall not apply to the following information:

1. information that has already been in the public domain or hereafter becomes public domain through no fault of the receiving party;
2. information that is already known to the receiving party at the time of disclosure;
3. information that has been legally obtained by the receiving party from a duly authorized third party without an obligation of confidentiality; and
4. information that has been independently developed by the receiving party.

3 Y LINK shall ensure that the Translator complies with the same obligation under this Article with regard to the Confidential Information disclosed by the Client.

Article 14 (Limitation of Liability)

1 Notwithstanding anything contained herein, shall Y LINK’s total liability on any claim, whether in contract, tort, or otherwise, arising out of or in relation to the Service Agreement, in any case, exceeds the total amount of the Service Fee actually received by Y LINK from Client under the Service Agreement except in cases of Y LINK’s willful misconduct or gross negligence.

2 Notwithstanding anything contained herein, Y LINK is in no event liable for any incidental, consequential, indirect, or special damages, including, without limitation, damages for loss of profit and punitive damages, even if Y LINK is notified of the possibility of such damages.

Article 15 (Force Majeure)

Y LINK is not liable for any delay or failure in the performance of any obligation under the Service Agreement in the event that such delay or failure is caused by force majeure,, including but not limited to, acts of God, war, threat of war, warlike conditions, hostilities, mobilization for war, blockade, embargo, detention, revolution, riot, port congestion, looting, strike, lockout, plague or other epidemic, fire, typhoon, earthquake, flood or accident, or acts of governmental or quasi-governmental authorities or any political subdivision or department or agency thereof which is not attributable to Y LINK’s fault, or any shortage or curtailment of labor, material, transportation, or utility which is not attributable to Y LINK’s fault, or any labor trouble at the business place of Y LINK or Y LINK’s suppliers, or any other cause beyond the control of Y LINK (“Force Majeure”).

Article 16 (Termination)

1 If either party hereto breaches any provision of the Service Agreement, the non-breaching party may terminate the Service Agreement by serving written notice specifying such breach on the breaching Party at least 7 days prior to the effective date of termination; provided, however, if such breach is cured during the period as specified in the notice, the Service Agreement continues with the same force as if such notice has not been given.

2 Either party hereto may terminate the Service Agreement with immediate effect, by serving a written notice on the other party, if any of the followings occurs on the other party; in such a case, the date of termination is the arrival date of the notice to the other party:

1. when the other party’s license and/or permission to operate its business is canceled or suspended by supervisory authorities;
2. when any note or draft issued by the other party is dishonored, or the other Party otherwise becomes unable to make payments for its dept;
3. when the property of the other party becomes subject to attachment, provisional attachment, provisional disposition, disposition by public sale, disposition for failure to pay taxes, or any other similar disposition by a public authority;
4. when the other party files a petition or has a petition filed against it by any person for bankruptcy, corporate rehabilitation, or any other relief under the Bankruptcy Act;
5. when a merger, partition of business, transfer of the whole or any substantial part of business or assets, or other fundamental change of business structure, or change of control occurs to the other party;
6. when a resolution for the dissolution is adopted at the general meeting of shareholders; or
7. when the other party commits a material breach of the Service Agreement which is considered to impair the relationship of mutual trust between the parties.

3 Any payment obligations that the terminated party owes the other terminating party becomes immediately due and payable when one or more of the events as provided for in the preceding two paragraphs occur.

Article 17 (Notice)

1 Unless otherwise provided herein, Y LINK may give Client a notice or any other communications from Y LINK concerning the Service by posting it on the Service, the website operated by Y LINK, by email, or in other manners specified by Y LINK.

2 Unless otherwise provided herein, Client shall give Y LINK a notice, inquiry, and other communications relating to the Service in other manners specified by Y LINK.

3 Business hours or other details such as the support to be provided by Y LINK in relation to the Service shall be separately specified by Y LINK.

Article 18 (No Assignment)

1 In no event may Client sell, assign, or otherwise, by merger or by corporate split, transfer, pledge as collateral, or otherwise encumber, or dispose of, the Service Agreement or any right or obligation under the Service Agreement, in whole or in part, to any third party without Y LINK’s prior written consent. Any attempt to do so in contravention of this Article is void and of no force and effect.

2 Client hereby agrees that if Y LINK assigns or transfers Y LINK business in relation to the Service to a third party (“Business Transfer”), Y LINK may transfer any and all of Y LINK’s titles, rights, and obligations under the Service Agreement and all information obtained by Y LINK in relation to the Service to the third party. For the avoidance of doubt, the Business Transfer includes the comprehensive succession due to the merger, company split, or other corporate rehabilitation in which Y LINK becomes a disappearing company or a splitting company.

Article 19 (Severability)

If any provision of these Terms conflicts with laws in any jurisdiction in where the Service Agreement is executed, or is deemed invalid or unenforceable to any parties, such provision is deemed null and void; however, these Terms shall remain in force in all other respects.

Article 20 (Language)

These Terms are drawn up in the English language. These Terms may be translated into any language other than English; provided, however, the English text shall prevail in any event.

Article 21 (Governing law and jurisdiction)

1 The Service Agreement is governed and construed in accordance with the laws of Thailand, without regard to its conflict of law rules.

2 Y LINK and Client hereby consent to and confer the exclusive jurisdiction upon the court located in Bangkok over all actions arising out of or relating to the Service Agreement.

Revised on March 1, 2024

These Terms ( “these Terms”) set forth the conditions for the use of Y LINK Interpreter Dispatch Service (“Service”) to be provided to Client (“Client”) by Y LINK Co., Ltd. (“Y LINK”).

Article 1 (General Provisions)

1 These Terms set forth the conditions for the use of the Service and form a binding agreement in relation to the use of the Service (“Service Agreement”) between Client and Y LINK a corporation organized and existing under the laws of Thailand, having its head office at 2 JASMINE BUILDING, 12th Floor, Soi Prasarnmitr (Sukhumvit 23), Sukhumvit Road, North Klongtoey, Wattana, Bangkok 10110.

2 Client shall comply with these Terms in using the Service.

3 If an individual who belongs to a certain organization (including legal entities) applies for and uses the Service on behalf of such organization, such individual is deemed to have the authority to consent to these Terms and execute the Service Agreement with Y LINK on behalf of such organization; in such a case, the organization is a party to the Service Agreement and shall comply with these Terms.

Article 2 (Formation of the Service Agreement)

1 The Service Agreement between Client and Y LINK becomes effective at the time when Client notifies Y LINK of Client’s acceptance of the Service described in the quotation presented by Y LINK (“Quotation”). The Service Agreement shall be in accordance with the descriptions in the Quotation and the provisions of these Terms, and Client is deemed to have agreed to these Terms when Client submits the Quotation to Y LINK.

2 If there is any error or change in the information in Client’s application for the Service that Client has provided to Y Link, (“Registered Information”), Client shall, at its own responsibility, notify Y LINK of such error or change in the manner specified by Y LINK. Client shall be solely responsible for any loss or damage incurred due to any falsity, error, or omission, or failure of change in the Registered Information; Y LINK is not liable in any way for such loss or damage.

Article 3 (Contents of Service)

1　Y LINK shall provide the Client with the Service in accordance with the works and conditions as specified in the Quotation. Client hereby acknowledges and agrees that Y LINK does not undertake any obligation to prepare and deliver any specific deliverables in the Service.

2 Client shall, at its own responsibility and cost, prepare the necessary equipment and materials for the use of the Service.

3 If Client needs Y LINK to provide the Service that exceeds the service time as specified in the Quotation, Client shall obtain Y LINK’s prior consent.

Article 4 (Interpreter)

1 Y LINK shall may, at its sole discretion, appoint an appropriate interpreter with the necessary skills to perform the work specified in the Quotation (“Interpreter”) as the person in charge of the work.

2 If the Client determines that the Interpreter does not have the skills necessary to perform the work as provided for in described in the preceding paragraph, the Client shall notify Y LINK thereof it in writing or by e-mail. In such a case, Y LINK shall consult with the Client on how to handle the work.

Article 5 (Service Fee)

1 Client shall pay a fee for the Service (“Service Fee”) to Y LINK in accordance with the amount, , payment due date, and other conditions as specified in the Quotation. Client shall bear any bank charge accordingly.

2 The Service Fee shall include the wages to be paid to the Interpreter, 20% of the service charge for the Service (20% of the wages to be paid to the Interpreter), travel expenses and accommodation fee when required due to the location of the workplace, other necessary expenses, and overtime fees if any, and further, 7% VAT is added to the Service Fee.

3 The rate of the wages to be paid to the Interpreter is based on the results of the Japanese-Language Proficiency Test as follows, the interpretation experience of the Interpreter, the quality and content of interpretation, and others.
・N3 level: Minimum wage of 5,000 THB/day
・N2 level: Minimum wage of 7,000 THB/day
・N1 level: Minimum wage of 8,000 THB/day

4 If the Interpreter needs to work outside of business hours (work exceeds 8 hours per day or 4 hours in half a day), the overtime allowance shall be calculated based on the wages to be paid to the Interpreter under the Labor Protection Act.

5 If Client fails to make any payment hereunder by the payment due date, Client shall, to the fullest extent permitted by applicable law, accrue interest at the rate of 15% per annum of the outstanding amount, on a basis of 365 days, for the period from the following day of the payment due date up to and including the date of actual payment in full. In addition, Client shall compensate for all costs and damages incurred by Y LINK, including without limitation, dept recovery costs and attorneys’ fees.

Article 6 (Cancellation Policy)

If Client cancels the Service for reasons not attributable to Y LINK, Client shall pay a cancellation fee as listed in the table below. Also, if Client wishes to cancel the Service, Client shall notify Y LINK thereof in writing or by e-mail. This cancellation policy applies at the time when Y LINK receives such notification.

Article 7 (Prohibited Acts)

In the course of using the Service, Client shall not conduct any of the following acts:

1. acts that violate or are likely to violate any applicable laws or regulations, court’s judgments, decisions, or orders, or mandatory administrative measures;
2. acts that are or are likely to be against public orders and morals;
3. acts that infringe or are likely to infringe intellectual property rights, privacy rights, or other rights or benefits of Y LINK, or any third party;
4. acts of providing benefits to criminals, crime organizations, or members thereof through the Service;
5. act to solicit the Interpreter to be employed directly by the Client or to encourage the Interpreter to resign from Y LINK for the purpose without Y LINK’s prior written consent;
6. acts that are contrary to the purposes of these Terms or the objectives of the Service;
7. acts to, directly or indirectly, induce , solicit , or encourage any of the foregoing acts;
8. any other acts that Y LINK deems to be inappropriate.

Article 8 (Subcontracting)

Y LINK may, at its own responsibility, subcontract all or part of the Service to a third party. In such case, Y LINK shall be responsible for any acts of such third party in providing the Service.

Article 9 (Ownership of Rights)

1 Y LINK hereby agrees that any and all intellectual property rights (patent rights, utility model rights, design rights, trademark rights, copyrights (including, without limitation, translation, adaptation, and exploitation of a derivative work), and other intellectual property rights and the rights to register these rights) concerning the deliverables newly created by the Interpreter in providing the Service (hereinafter called the “Deliverables”) and any other rights belong to Client.

2 Client hereby accepts and agrees that Y LINK may use the Deliverables only for its own internal use (including reproduction, public transmission, lending, modification, translation, adaptation, and exploitation of a derivative work) for the purpose of analyzing and improving the Service.

Article 10 (Disclaimer of Warranty)

1 Y LINK disclaims any warranty, express, implied, or statutory, with respect to the Service, including, without limitation, any warranty of fitness for a particular purpose, benefit that Client expects, functionality, merchantability, usefulness, compatibility, completeness, accuracy, continuity, reliability, or utility, availability, accessibility, and legality, unless otherwise set forth in the Quotation.

2 Y LINK shall not be liable for any damage or loss incurred by Client due to any falsity, error, or omission in the information or materials provided by Client or any delay or failure to provide the information or materials from Client.

3 In the event of a dispute with any third party in connection with the use of the Service, Client shall, at its own responsibility and cost, resolve such dispute, and Y LINK shall bear no responsibility for any dispute.

Article 11 (Costs and Expenses)

1 Y LINK shall bear all costs and expenses incurred by Y LINK in connection with the provision of the Service, unless otherwise set forth in the Quotation.

2 Unless otherwise provided herein, each party hereto shall bear costs and expenses incurred by itself respectively in connection with the Service Agreement and any transaction contemplated thereby.

Article 12 (Handling of Personal Data)

Y LINK will handle any personal data (information that can directly or indirectly identify an alive individual as set forth in Thailand’s Personal Data Protection Act) that Y LINK receives from Client or collects upon Client’s use of the Service in accordance with the provisions of the Privacy Policy separately established by Y LINK; Client hereby agrees to such the handling of the personal data.

Article 13 (Confidentiality)

1 Y LINK shall maintain in confidence and safeguard all information which is disclosed by Client in connection with the Service Agreement (“Confidential Information”), with the due care of a prudent manager.

2 The obligations under this Article shall not apply to the following information:

1. information that has already been in the public domain or hereafter becomes public domain through no fault of the receiving party;
2. information that is already known to the receiving party at the time of disclosure;
3. information that has been legally obtained by the receiving party from a duly authorized third party without an obligation of confidentiality; and
4. information that has been independently developed by the receiving party.

3 Y LINK shall ensure that the Interpreter complies with the same obligation under this Article with regard to the Confidential Information disclosed by the Client.

Article 14 (Limitation of Liability)

1 Notwithstanding anything contained herein, shall Y LINK’s total liability on any claim, whether in contract, tort or otherwise, arising out of or in relation to the Service Agreement, in any case, exceeds the total amount of the Service Fee actually received by Y LINK from Client under the Service Agreement, except in cases of Y LINK’s willful misconduct or gross negligence.

2 Notwithstanding anything contained herein, Y LINK is in no event liable for any incidental, consequential, indirect, or special damages, including, without limitation, damages for loss of profit and punitive damages, even if Y LINK is notified of the possibility of such damages.

Article 15 (Force Majeure)

Y LINK is not liable for any delay or failure in the performance of any obligation under the Service Agreement in the event that such delay or failure is caused by force majeure, including but not limited to, acts of God, war, threat of war, warlike conditions, hostilities, mobilization for war, blockade, embargo, detention, revolution, riot, port congestion, looting, strike, lockout, plague or other epidemic, fire, typhoon, earthquake, flood or accident, or acts of governmental or quasi-governmental authorities or any political subdivision or department or agency thereof which is not attributable to Y LINK’s fault, or any shortage or curtailment of labor, material, transportation, or utility which is not attributable to Y LINK’s fault, or any labor trouble at the business place of Y LINK or Y LINK’s suppliers, or any other cause beyond the control of Y LINK(“Force Majeure”).

Article 16 (Termination)

1 If either party hereto breaches any provision of the Service Agreement, the non-breaching party may terminate the Service Agreement by serving written notice or e-mail specifying such breach on the breaching party at least 7 days prior to the effective date of termination; provided, however, if such breach is cured during the period as specified in such notice, the Service Agreement shall continue with the same force as if such notice has not been given.

2 Either party hereto may terminate the Service Agreement with immediate effect, by serving a written notice or e-mail on the other party, if any of the followings occurs on the other party; in such a case, the date of termination is the arrival date of the notice to the other party:

1. when the other party’s license and/or permission to operate its business is canceled or suspended by supervisory authorities;
2. when any note or draft issued by the other party is dishonored, or the other Party otherwise becomes unable to make payments for its dept ;
3. when the property of the other party becomes subject to attachment, provisional attachment, provisional disposition, disposition by public sale, disposition for failure to pay taxes, or any other similar disposition by a public authority;
4. when the other party files a petition or has a petition filed against it by any person for bankruptcy, corporate rehabilitation, or any other relief under the Bankruptcy Act;
5. when a merger, partition of business, transfer of the whole or any substantial part of business or assets, or other fundamental change of business structure, or change of control occurs to the other party;
6. when a resolution for the dissolution is adopted at the general meeting of shareholders; or
7. when the other party commits a material breach of the Service Agreement which is considered to impair the relationship of mutual trust between the parties.

3 Any payment obligations that the terminated party owes the other terminating party becomes immediately due and payable when one or more of the events as provided for in the preceding two paragraphs occur.

Article 17 (Notice)

1 Unless otherwise provided herein, Y LINK may give Client a notice or any other communications from Y LINK concerning the Service by posting it on the Service, the website operated by Y LINK, by email, or in other manners specified by Y LINK.

2 Unless otherwise provided herein, Client shall give Y LINK a notice, inquiry, and other communications relating to the Service in other manners specified by Y LINK.

3 Business hours or other details such as the support to be provided by Y LINK in relation to the Service shall be separately specified by Y LINK.

Article 18 (No Assignment)

1 In no event may Client sell, assign, or otherwise, by merger or by corporate split, transfer, pledge as collateral, or otherwise encumber, or dispose of, the Service Agreement or any right or obligation under the Service Agreement, in whole or in part, to any third party without Y LINK’s prior written consent. Any attempt to do so in contravention of this Article is void and of no force and effect.

2 Client hereby agrees that if Y LINK assigns or transfers Y LINK business in relation to the Service to a third party (hereinafter referred to as the “Business Transfer”), Y LINK may transfer any and all of Y LINK’s titles, rights, and obligations under the Service Agreement and all information obtained by Y LINK in relation to the Service to the third party. For the avoidance of doubt, the Business Transfer includes the comprehensive succession due to the merger, company split, or other corporate rehabilitation in which Y LINK becomes a disappearing company or a splitting company.

Article 19 (Severability)

If any provision of these Terms conflicts with laws in any jurisdiction in where the Service Agreement is executed or is deemed invalid or unenforceable to any parties, such provision is deemed null and void; however, these Terms shall remain in force in all other respects.

Article 20 (Language)

These Terms are drawn up in the English language. These Terms may be translated into any language other than English; provided, however, the English text shall prevail in any event.

Article 21 (Governing law and jurisdiction)

1 The Service Agreement is governed and construed in accordance with the laws of Thailand, without regard to its conflict of law rules.

2 Y LINK and Client hereby consent to and confer the exclusive jurisdiction upon the court located in Bangkok over all actions arising out of or relating to the Service Agreement.

Revised on March 1, 2024

These Terms ( “these Terms”) set forth the conditions for the use of Y LINK Online Interpreting Service (“Service”) to be provided to Client (“Client”) by Y LINK Co., Ltd. (“Y LINK”).

Article 1 (General Provisions)

1 These Terms set forth the conditions for the use of the Service and form a binding agreement in relation to the use of the Service (Service Agreement”) between Client and Y LINK a corporation organized and existing under the laws of Thailand, having its head office at 2 JASMINE BUILDING, 12th Floor, Soi Prasarnmitr (Sukhumvit 23), Sukhumvit Road, North Klongtoey, Wattana, Bangkok 10110.

2 Client shall comply with these Terms in using the Service.

3 If an individual who belongs to a certain organization　(including legal entities) applies for and uses the Service on behalf of such organization, the individual is deemed to have the authority to consent to these Terms and execute the Service Agreement with Y LINK on behalf of the organization; in such a case, the organization is a party to the Service Agreement and shall comply with these Terms

Article 2 (Formation of the Service Agreement)

1 The Service Agreement between Client and Y LINK becomes effective at the time when Client notifies Y LINK of Client’s acceptance of the Service as described in the quotation presented by Y LINK (“Quotation”). The Service Agreement shall be in accordance with the descriptions in the Quotation and the provisions of these Terms, and Client is deemed to have agreed to these Terms when Client submits the Quotation to Y LINK.

2 If there is any error or change in the information in Client’s application for the Service that Client has provided to Y Link ( “Registered Information”), Client shall, at its own responsibility, notify Y LINK of such error or change in the manner specified by Y LINK. Client shall be solely responsible for any loss or damage incurred due to any falsity, error, or omission, or failure of change in the Registered Information; Y LINK is not liable in any way for such loss or damage.

Article 3 (Contents of Service)

1 Y LINK shall provide the Client with the Service through internet in accordance with the works and conditions as specified in the Quotation. Client hereby acknowledges and agrees that Y LINK does not undertake any obligation to prepare and deliver any specific deliverables in the Service.

2 Client shall, at its own responsibility and cost, prepare the necessary equipment and materials, such as web conferencing tools, for the use of the Service

3 If Client needs Y LINK to provide the Service that exceeds the service time as specified in the Quotation, Client shall obtain Y LINK’s prior consent.

Article 4 (Interpreter)

1 Y LINK shall, at its sole discretion, appoint an appropriate interpreter with the necessary skills to perform the work specified in the Quotation (“Interpreter”) as the person in charge of the work.

2 If the Client determines that the Interpreter does not have the skills necessary to perform the work as provided for in the preceding paragraph, the Client shall notify Y LINK thereof in writing or by e-mail. In such a case, Y LINK shall consult with the Client on how to handle the work.

Article 5 (Service Fee)

1 Client shall pay a fee for the Service (“Service Fee”) to Y LINK in accordance with the amount, , payment due date, and other conditions as specified in the Quotation. Client shall bear any bank charge accordingly.

2 The rate of the Service Fee is as follows:
・60 minutes: Minimum amount of 2,000 THB
・Pre meeting: Minimum amount of 500 THB

*The Pre-meeting will be held 30 minutes or the day before the start of the Service.

3  If Client fails to make any payment hereunder by the payment due date, Client shall, to the fullest extent permitted by applicable law, accrue interest at the rate of 15% per annum of the outstanding amount, on a basis of 365 days, for the period from the following day of the payment due date up to and including the date of actual payment in full. In addition, Client shall compensate for all costs and damages incurred by Y LINK, including, without limitation, dept recovery costs and attorneys’ fees.

Article 6 (Cancellation Policy)

If Client cancels the Service for reasons not attributable to Y LINK, Client shall pay a cancellation fee as listed in the table below. Also, if Client wishes to cancel the Service, Client shall notify Y LINK thereof in writing or by e-mail. This cancellation policy shall apply at the time when Y LINK receives such notification.

Article 7 (Prohibited Acts)

In the course of using the Service, Client shall not conduct any of the following acts:

1. acts that violate or are likely to violate any applicable laws or regulations, court’s judgments, decisions, or orders, or mandatory administrative measures;
2. acts that are or are likely to be against public orders and morals;
3. acts that infringe or are likely to infringe intellectual property rights, privacy rights, or other rights or benefits of Y LINK, or any third party;
4. acts of providing benefits to criminals, crime organizations, or members thereof through the Service;
5. act to solicit the Interpreter to be employed directly by the Client or encourage the Interpreter to resign from Y LINK for that purpose without Y LINK’s prior written consent;
6. acts that are contrary to the purposes of these Terms or the objectives of the Service;
7. acts to, directly or indirectly induce, solicit, or encourage any of the foregoing acts;
8. any other acts that Y LINK deems to be inappropriate.

Article 8 (Subcontracting)

Y LINK may, at its own responsibility, subcontract all or part of the Service to a third party. In such a case, Y LINK shall be responsible for any acts of such third party in providing the Service.

Article 9 (Ownership of Rights)

1 Y LINK hereby agrees that any and all intellectual property rights (patent rights, utility model rights, design rights, trademark rights, copyrights (including, without limitation, translation, adaptation, and exploitation of a derivative work), and other intellectual property rights and the rights to register these rights) concerning the deliverables newly created by the Interpreter in providing the Service (“Deliverables”) and any other rights belong to Client.

2 Client hereby accepts and agrees that Y LINK may use the Deliverables only for its own internal use (including reproduction, public transmission, lending, modification, translation, adaptation, and exploitation of a derivative work) for the purpose of analyzing and improving the Service.

Article 10 (Disclaimer of Warranty)

1 Y LINK disclaims any warranty, express, implied, or statutory, with respect to the Service, including, without limitation, any warranty of fitness for a particular purpose, benefit that Client expects, functionality, merchantability, usefulness, compatibility, completeness, accuracy, continuity, reliability, or utility, availability, accessibility, and legality, unless otherwise set forth in the Quotation.

2 Y LINK shall not be liable for any damage or loss incurred by Client due to any falsity, error, or omission in the information or materials provided by Client or any delay or failure to provide the information or materials from Client.

3 In the event of a dispute with any third party in connection with the use of the Service, Client shall, it at its own cost and responsibility, resolve such disputes, and Y LINK shall bear no responsibility for any dispute.

Article 11 (Costs and Expenses)

1 Y LINK shall bear all costs and expenses incurred by Y LINK in connection with the provision of the Service, unless otherwise set forth in the Quotation.

2 Unless otherwise provided herein, each party hereto shall bear costs and expenses incurred by itself respectively in connection with the Service Agreement and any transaction contemplated thereby.

Article 12 (Handling of Personal Data)

Y LINK will handle any personal data (information that can directly or indirectly identify an alive individual as set forth in Thailand’s Personal Data Protection Act that Y LINK receives from Client or collects upon Client’s use of the Service in accordance with the provisions of the Privacy Policy separately established by Y LINK; Client hereby agrees to such the handling of the personal data.

Article 13 (Confidentiality)

1 Y LINK shall maintain in confidence and safeguard all information which is disclosed by Client in connection with the Service Agreement (“Confidential Information”), with the due care of a prudent manager.

2 The obligations under this Article shall not apply to the following information:

1. information that has already been in the public domain or hereafter becomes public domain through no fault of the receiving party;
2. information that is already known to the receiving party at the time of disclosure;
3. information that has been legally obtained by the receiving party from a duly authorized third party without an obligation of confidentiality; and.
4. Information that has been independently developed by the receiving party.

3 Y LINK shall ensure that the Interpreter complies with the same obligation under this Article with regard to the Confidential Information disclosed by the Client.

Article 14 (Limitation of Liability)

1 Notwithstanding anything contained herein, shall Y LINK’s total liability on any claim, whether in contract, tort or otherwise, arising out of or in relation to the Service Agreement, in any case, exceeds the total amount of the Service Fee actually received by Y LINK from Client under the Service Agreement, except in cases of Y LINK’s willful misconduct or gross negligence.

2 Notwithstanding anything contained herein, Y LINK is in no event liable for any incidental, consequential, indirect, or special damages, including, without limitation, damages for loss of profit and punitive damages, even if Y LINK is notified of the possibility of such damages.

Article 15 (Force Majeure)

Y LINK is not liable for any delay or failure in the performance of any obligation under the Service Agreement in the event that such delay or failure is caused by force majeure, including but not limited to, acts of God, war, threat of war, warlike conditions, hostilities, mobilization for war, blockade, embargo, detention, revolution, riot, port congestion, looting,
strike, lockout, plague or other epidemic, fire, typhoon, earthquake, flood or accident, or acts of governmental or quasi-governmental authorities or any political subdivision or department or agency thereof which is not attributable to Y LINK’s fault, or any shortage or curtailment of labor, material, transportation, or utility which is not attributable to Y LINK’s fault, or any labor trouble at the business place of Y LINK or Y LINK’s suppliers, or any other cause beyond the control of Y LINK (“Force Majeure”).

Article 16 (Termination)

1 If either party hereto breaches any provision of the Service Agreement, the non-breaching party may terminate the Service Agreement by serving written notice or e-mail specifying such breach on the breaching Party by the day before the effective date of termination; provided, however, if such breach is cured during the period as specified in such notice, the Service Agreement shall continue with the same force as if such notice has not been given.

2 Either party hereto may terminate the Service Agreement with immediate effect, by serving a written notice or e-mail on the other party, if any of the followings occurs on the other party; in such a case, the date of termination is the arrival date of the notice to the other party:

1. when the other party’s license and/or permission to operate its business is canceled or suspended by supervisory authorities;
2. when any note or draft issued by the other party is dishonored, or the other party otherwise becomes unable to make payments for its dept;
3. when the property of the other party becomes subject to attachment, provisional attachment, provisional disposition, disposition by public sale, disposition for failure to pay taxes, or any other similar disposition by a public authority;
4. when the other party files a petition or has a petition filed against it by any person for bankruptcy, corporate rehabilitation, or any other relief under the Bankruptcy Act;
5. when a merger, partition of business, transfer of the whole or any substantial part of business or assets, or other fundamental change of business structure, or change of control occurs to the other party;
6. when a resolution for the dissolution is adopted at the general meeting of shareholders; or
7. when the other party commits a material breach of the Service Agreement which is considered to impair the relationship of mutual trust between the parties.

3 Any payment obligations that the terminated party owes the other terminating party becomes immediately due and payable when one or more of the events as provided for in the preceding two paragraphs occur.

Article 17 (Notice)

1 Unless otherwise provided herein, Y LINK may give Client a notice or any other communications from Y LINK concerning the Service by posting it on the Service, the website operated by Y LINK, by email, or in other manners specified by Y LINK.

2 Unless otherwise provided herein, Client shall give Y LINK a notice, inquiry, and other communications relating to the Service in other manners specified by Y LINK.

3 Business hours or other details such as the support to be provided by Y LINK in relation to the Service shall be separately specified by Y LINK.

Article 18 (No Assignment)

1 In no event may Client sell, assign, or otherwise, by merger or by corporate split, transfer, pledge as collateral o, or otherwise encumber, or dispose of, the Service Agreement or any right or obligation under the Service Agreement, in whole or in part, to any third party without Y LINK’s prior written consent. Any attempt to do so in contravention of this Article is void and of no force and effect.

2 Client hereby agrees that if Y LINK assigns or transfers Y LINK business in relation to the Service to a third party (“Business Transfer”), Y LINK may transfer any and all of Y LINK’s titles, rights, and obligations under the Service Agreement and all information obtained by Y LINK in relation to the Service to the third party. For the avoidance of doubt, the Business Transfer includes the comprehensive succession due to the merger, company split, or other corporate rehabilitation in which Y LINK becomes a disappearing company or a splitting company.

Article 19 (Severability)

If any provision of these Terms conflicts with laws in any jurisdiction in where the Service Agreement is executed, or is deemed invalid or unenforceable to any parties, such provision is deemed null and void; however, these Terms shall remain in force in all other respects.

Article 20 (Language)

These Terms are drawn up in the English language. These Terms may be translated into any language other than English; provided, however, the English text shall prevail in any event.

Article 21 (Governing law and jurisdiction)

1 The Service Agreement is governed and construed in accordance with the laws of Thailand, without regard to its conflict of law rules.

2 Y LINK and Client hereby consent to and confer the exclusive jurisdiction upon the court located in Bangkok over all actions arising out of or relating to the Service Agreement.

Revised on March 1, 2024

These Terms ( “these Terms”) set forth the conditions for the use of Y LINK Interpreter Dispatch Service (“Service”) to be provided to Client (“Client”) by Y LINK Co., Ltd. (“Y LINK”).

Article 1 (General Provisions)

1 These Terms set forth the conditions for the use of the Service and form a binding agreement in relation to the use of the Service (“Service Agreement”) between Client and Y LINK a corporation organized and existing under the laws of Thailand, having its head office at 2 JASMINE BUILDING, 12th Floor, Soi Prasarnmitr (Sukhumvit 23), Sukhumvit Road, North Klongtoey, Wattana, Bangkok 10110.

2 Client shall comply with these Terms in using the Service.

3 If an individual who belongs to a certain organization (including legal entities) applies for and uses the Service on behalf of such organization, such individual is deemed to have the authority to consent to these Terms and execute the Service Agreement with Y LINK on behalf of such organization; in such a case, the organization is a party to the Service Agreement and shall comply with these Terms.

Article 2 (Formation of the Service Agreement)

1 The Service Agreement between Client and Y LINK becomes effective at the time when Client notifies Y LINK of Client’s acceptance of the Service described in the quotation presented by Y LINK (“Quotation”). The Service Agreement shall be in accordance with the descriptions in the Quotation and the provisions of these Terms, and Client is deemed to have agreed to these Terms when Client submits the Quotation to Y LINK.

2 If there is any error or change in the information in Client’s application for the Service that Client has provided to Y Link, (“Registered Information”), Client shall, at its own responsibility, notify Y LINK of such error or change in the manner specified by Y LINK. Client shall be solely responsible for any loss or damage incurred due to any falsity, error, or omission, or failure of change in the Registered Information; Y LINK is not liable in any way for such loss or damage.

Article 3 (Contents of Service)

1　Y LINK shall provide the Client with the Service in accordance with the works and conditions as specified in the Quotation. Client hereby acknowledges and agrees that Y LINK does not undertake any obligation to prepare and deliver any specific deliverables in the Service.

2 Client shall, at its own responsibility and cost, prepare the necessary equipment and materials for the use of the Service.

3 If Client needs Y LINK to provide the Service that exceeds the service time as specified in the Quotation, Client shall obtain Y LINK’s prior consent.

Article 4 (Interpreter)

1 Y LINK shall may, at its sole discretion, appoint an appropriate interpreter with the necessary skills to perform the work specified in the Quotation (“Interpreter”) as the person in charge of the work.

2 If the Client determines that the Interpreter does not have the skills necessary to perform the work as provided for in described in the preceding paragraph, the Client shall notify Y LINK thereof it in writing or by e-mail. In such a case, Y LINK shall consult with the Client on how to handle the work.

Article 5 (Service Fee)

1 Client shall pay a fee for the Service (“Service Fee”) to Y LINK in accordance with the amount, , payment due date, and other conditions as specified in the Quotation. Client shall bear any bank charge accordingly.

2 The Service Fee shall include the wages to be paid to the Interpreter, 20% of the service charge for the Service (20% of the wages to be paid to the Interpreter), travel expenses and accommodation fee when required due to the location of the workplace, other necessary expenses, and overtime fees if any, and further, 7% VAT is added to the Service Fee.

3 The rate of the wages to be paid to the Interpreter is based on the results of the Japanese-Language Proficiency Test as follows, the interpretation experience of the Interpreter, the quality and content of interpretation, and others.
・N3 level: Minimum wage of 5,000 THB/day
・N2 level: Minimum wage of 7,000 THB/day
・N1 level: Minimum wage of 8,000 THB/day

4 If the Interpreter needs to work outside of business hours (work exceeds 8 hours per day or 4 hours in half a day), the overtime allowance shall be calculated based on the wages to be paid to the Interpreter under the Labor Protection Act.

5 If Client fails to make any payment hereunder by the payment due date, Client shall, to the fullest extent permitted by applicable law, accrue interest at the rate of 15% per annum of the outstanding amount, on a basis of 365 days, for the period from the following day of the payment due date up to and including the date of actual payment in full. In addition, Client shall compensate for all costs and damages incurred by Y LINK, including without limitation, dept recovery costs and attorneys’ fees.

Article 6 (Cancellation Policy)

If Client cancels the Service for reasons not attributable to Y LINK, Client shall pay a cancellation fee as listed in the table below. Also, if Client wishes to cancel the Service, Client shall notify Y LINK thereof in writing or by e-mail. This cancellation policy applies at the time when Y LINK receives such notification.

Article 7 (Prohibited Acts)

In the course of using the Service, Client shall not conduct any of the following acts:

1. acts that violate or are likely to violate any applicable laws or regulations, court’s judgments, decisions, or orders, or mandatory administrative measures;
2. acts that are or are likely to be against public orders and morals;
3. acts that infringe or are likely to infringe intellectual property rights, privacy rights, or other rights or benefits of Y LINK, or any third party;
4. acts of providing benefits to criminals, crime organizations, or members thereof through the Service;
5. act to solicit the Interpreter to be employed directly by the Client or to encourage the Interpreter to resign from Y LINK for the purpose without Y LINK’s prior written consent;
6. acts that are contrary to the purposes of these Terms or the objectives of the Service;
7. acts to, directly or indirectly, induce , solicit , or encourage any of the foregoing acts;
8. any other acts that Y LINK deems to be inappropriate.

Article 8 (Subcontracting)

Y LINK may, at its own responsibility, subcontract all or part of the Service to a third party. In such case, Y LINK shall be responsible for any acts of such third party in providing the Service.

Article 9 (Ownership of Rights)

1 Y LINK hereby agrees that any and all intellectual property rights (patent rights, utility model rights, design rights, trademark rights, copyrights (including, without limitation, translation, adaptation, and exploitation of a derivative work), and other intellectual property rights and the rights to register these rights) concerning the deliverables newly created by the Interpreter in providing the Service (hereinafter called the “Deliverables”) and any other rights belong to Client.

2 Client hereby accepts and agrees that Y LINK may use the Deliverables only for its own internal use (including reproduction, public transmission, lending, modification, translation, adaptation, and exploitation of a derivative work) for the purpose of analyzing and improving the Service.

Article 10 (Disclaimer of Warranty)

1 Y LINK disclaims any warranty, express, implied, or statutory, with respect to the Service, including, without limitation, any warranty of fitness for a particular purpose, benefit that Client expects, functionality, merchantability, usefulness, compatibility, completeness, accuracy, continuity, reliability, or utility, availability, accessibility, and legality, unless otherwise set forth in the Quotation.

2 Y LINK shall not be liable for any damage or loss incurred by Client due to any falsity, error, or omission in the information or materials provided by Client or any delay or failure to provide the information or materials from Client.

3 In the event of a dispute with any third party in connection with the use of the Service, Client shall, at its own responsibility and cost, resolve such dispute, and Y LINK shall bear no responsibility for any dispute.

Article 11 (Costs and Expenses)

1 Y LINK shall bear all costs and expenses incurred by Y LINK in connection with the provision of the Service, unless otherwise set forth in the Quotation.

2 Unless otherwise provided herein, each party hereto shall bear costs and expenses incurred by itself respectively in connection with the Service Agreement and any transaction contemplated thereby.

Article 12 (Handling of Personal Data)

Y LINK will handle any personal data (information that can directly or indirectly identify an alive individual as set forth in Thailand’s Personal Data Protection Act) that Y LINK receives from Client or collects upon Client’s use of the Service in accordance with the provisions of the Privacy Policy separately established by Y LINK; Client hereby agrees to such the handling of the personal data.

Article 13 (Confidentiality)

1 Y LINK shall maintain in confidence and safeguard all information which is disclosed by Client in connection with the Service Agreement (“Confidential Information”), with the due care of a prudent manager.

2 The obligations under this Article shall not apply to the following information:

1. information that has already been in the public domain or hereafter becomes public domain through no fault of the receiving party;
2. information that is already known to the receiving party at the time of disclosure;
3. information that has been legally obtained by the receiving party from a duly authorized third party without an obligation of confidentiality; and
4. information that has been independently developed by the receiving party.

3 Y LINK shall ensure that the Interpreter complies with the same obligation under this Article with regard to the Confidential Information disclosed by the Client.

Article 14 (Limitation of Liability)

1 Notwithstanding anything contained herein, shall Y LINK’s total liability on any claim, whether in contract, tort or otherwise, arising out of or in relation to the Service Agreement, in any case, exceeds the total amount of the Service Fee actually received by Y LINK from Client under the Service Agreement, except in cases of Y LINK’s willful misconduct or gross negligence.

2 Notwithstanding anything contained herein, Y LINK is in no event liable for any incidental, consequential, indirect, or special damages, including, without limitation, damages for loss of profit and punitive damages, even if Y LINK is notified of the possibility of such damages.

Article 15 (Force Majeure)

Y LINK is not liable for any delay or failure in the performance of any obligation under the Service Agreement in the event that such delay or failure is caused by force majeure, including but not limited to, acts of God, war, threat of war, warlike conditions, hostilities, mobilization for war, blockade, embargo, detention, revolution, riot, port congestion, looting, strike, lockout, plague or other epidemic, fire, typhoon, earthquake, flood or accident, or acts of governmental or quasi-governmental authorities or any political subdivision or department or agency thereof which is not attributable to Y LINK’s fault, or any shortage or curtailment of labor, material, transportation, or utility which is not attributable to Y LINK’s fault, or any labor trouble at the business place of Y LINK or Y LINK’s suppliers, or any other cause beyond the control of Y LINK(“Force Majeure”).

Article 16 (Termination)

1 If either party hereto breaches any provision of the Service Agreement, the non-breaching party may terminate the Service Agreement by serving written notice or e-mail specifying such breach on the breaching party at least 7 days prior to the effective date of termination; provided, however, if such breach is cured during the period as specified in such notice, the Service Agreement shall continue with the same force as if such notice has not been given.

2 Either party hereto may terminate the Service Agreement with immediate effect, by serving a written notice or e-mail on the other party, if any of the followings occurs on the other party; in such a case, the date of termination is the arrival date of the notice to the other party:

1. when the other party’s license and/or permission to operate its business is canceled or suspended by supervisory authorities;
2. when any note or draft issued by the other party is dishonored, or the other Party otherwise becomes unable to make payments for its dept ;
3. when the property of the other party becomes subject to attachment, provisional attachment, provisional disposition, disposition by public sale, disposition for failure to pay taxes, or any other similar disposition by a public authority;
4. when the other party files a petition or has a petition filed against it by any person for bankruptcy, corporate rehabilitation, or any other relief under the Bankruptcy Act;
5. when a merger, partition of business, transfer of the whole or any substantial part of business or assets, or other fundamental change of business structure, or change of control occurs to the other party;
6. when a resolution for the dissolution is adopted at the general meeting of shareholders; or
7. when the other party commits a material breach of the Service Agreement which is considered to impair the relationship of mutual trust between the parties.

3 Any payment obligations that the terminated party owes the other terminating party becomes immediately due and payable when one or more of the events as provided for in the preceding two paragraphs occur.

Article 17 (Notice)

1 Unless otherwise provided herein, Y LINK may give Client a notice or any other communications from Y LINK concerning the Service by posting it on the Service, the website operated by Y LINK, by email, or in other manners specified by Y LINK.

2 Unless otherwise provided herein, Client shall give Y LINK a notice, inquiry, and other communications relating to the Service in other manners specified by Y LINK.

3 Business hours or other details such as the support to be provided by Y LINK in relation to the Service shall be separately specified by Y LINK.

Article 18 (No Assignment)

1 In no event may Client sell, assign, or otherwise, by merger or by corporate split, transfer, pledge as collateral, or otherwise encumber, or dispose of, the Service Agreement or any right or obligation under the Service Agreement, in whole or in part, to any third party without Y LINK’s prior written consent. Any attempt to do so in contravention of this Article is void and of no force and effect.

2 Client hereby agrees that if Y LINK assigns or transfers Y LINK business in relation to the Service to a third party (hereinafter referred to as the “Business Transfer”), Y LINK may transfer any and all of Y LINK’s titles, rights, and obligations under the Service Agreement and all information obtained by Y LINK in relation to the Service to the third party. For the avoidance of doubt, the Business Transfer includes the comprehensive succession due to the merger, company split, or other corporate rehabilitation in which Y LINK becomes a disappearing company or a splitting company.

Article 19 (Severability)

If any provision of these Terms conflicts with laws in any jurisdiction in where the Service Agreement is executed or is deemed invalid or unenforceable to any parties, such provision is deemed null and void; however, these Terms shall remain in force in all other respects.

Article 20 (Language)

These Terms are drawn up in the English language. These Terms may be translated into any language other than English; provided, however, the English text shall prevail in any event.

Article 21 (Governing law and jurisdiction)

1 The Service Agreement is governed and construed in accordance with the laws of Thailand, without regard to its conflict of law rules.

2 Y LINK and Client hereby consent to and confer the exclusive jurisdiction upon the court located in Bangkok over all actions arising out of or relating to the Service Agreement.

Revised on March 1, 2024

These Terms (“these Terms”) set forth the conditions for the use of Y LINK Translation Service (“Service”) to be provided to Client (“Client”) by Y LINK Co., Ltd. (“Y LINK”).

Article 1 (General Provisions)

1 These Terms set forth the conditions for the use of the Service and form a binding agreement in relation to the use of the Service (“Service Agreement”) between Client and Y LINK a corporation organized and existing under the laws of Thailand, having its head office at 2 JASMINE BUILDING, 12th Floor, Soi Prasarnmitr (Sukhumvit 23), Sukhumvit Road, North Klongtoey, Wattana, Bangkok 10110.

2 Client shall comply with these Terms in using the Service.

3 If an individual who belongs to a certain organization (including legal entities) applies for and uses the Service on behalf of such organization, such individual is deemed to have the authority to consent to these Terms and execute the Service Agreement with Y LINK on behalf of such organization; in such a case, the organization is a party to the Service Agreement and shall comply with these Terms.

Article 2 (Formation of the Service Agreement)

1 The Service Agreement between Client and Y LINK becomes effective at the time when Client notifies Y LINK of Client’s acceptance of the Service described in the quotation presented by Y LINK (“Quotation”). The Service Agreement shall be in accordance with the descriptions in the Quotation and the provisions of these Terms, and Client is deemed to have agreed to these Terms when Client submits the Quotation to Y LINK.

2 If there is any error or change in the information Client in Client’s application for the Service that Client has provided to Y LINK (“Registered Information”), Client shall, at its own responsibility, notify Y LINK of such error or change in the manner specified by Y LINK Client shall be solely responsible for any loss or damage incurred due to any falsity, error, or omission, or failure of change in the Registered Information; Y LINK is not liable in any way for such loss or damage.

Article 3 (Contents of Service)

1 Y LINK shall provide the Client with the Service in accordance with the works and conditions as specified in the Quotation.

2 Y LINK will amend the translated work within 30 days from the initial delivery date of the translated work. If an amendment request is made more than 30 days after the translated work’s original delivery date, Y LINK is not obligated to make any amendment to the translated work for any reason whatsoever.

Article 4 (Translator)

1 Y LINK shall, at its sole discretion, appoint an appropriate person in charge with the necessary skills to perform the work as specified in the Quotation (“Translator”) as the person in charge of the work.

2 If Client determines that the Translator does not have the skills necessary to perform the work as provided for in the preceding paragraph, Client shall notify Y LINK thereof in writing or by e-mail. In such a case, Y LINK shall consult with Client on how to handle the work.

Article 5 (Service Fee)

1 Client shall pay a fee for the Service (“Service Fee”) to Y LINK in accordance with the amount, payment due date, and other conditions as specified in the Quotation. Client shall bear any bank charge accordingly.

2 The rate of the Service Fee shall be 800 THB per page at the minimum.

3 If Client fails to make any payment hereunder by the payment due date, Client shall, to the fullest extent permitted by applicable law, accrue interest at the rate of 15% per annum of the outstanding amount, on a basis of 365 days, for the period from the following day of the payment due date up to and including the date of actual payment in full. In addition, Client shall compensate for all costs and damages incurred by Y LINK, including without limitation, debt recovery costs and attorneys’ fees.

Article 6 (Cancellation Policy)

If Client cancels the Service for reasons not attributable to Y LINK after the conclusion of the Service Agreement, Client shall pay the full amount of the Service Fee as agreed in the Quotation.
Also, if Client wishes to cancel the Service, Client shall notify Y LINK thereof in writing or by e-mail. This cancellation policy applies at the time when Y LINK receives such notification.

Article 7 (Prohibited Acts)

In the course of using the Service, Client shall not conduct any of the following acts:

1. acts that violate or are likely to violate any applicable laws or regulations, court’s judgments, decisions, or orders, or mandatory administrative measures;
2. acts that are or are likely to be against public orders and morals;
3. acts that infringe or are likely to infringe intellectual property rights, privacy rights, or other rights or benefits of Y LINK, or any third party;
4. acts of providing benefits to criminals, crime organizations, or members thereof through the Service;
5. act to solicit the Translator to be employed directly by the Client or be entrusted with work without relying on Y LINK, without Y LINK’s prior written consent;
6. acts that are contrary to the purposes of these Terms or the objectives of the Service;
7. acts to, directly or indirectly induce, solicit, or encourage any of the foregoing acts;
8. any other acts that Y LINK deems to be inappropriate.

Article 8 (Subcontracting)

Y LINK may, at its own responsibility, subcontract all or part of the Service to a third party. In such a case, Y LINK shall be responsible for any acts of such third party in providing the Service.

Article 9 (Ownership of Rights)

1 Y LINK hereby agrees that any and all intellectual property rights (patent rights, utility model rights, design rights, trademark rights, copyrights (including, without limitation, translation, adaptation, and exploitation of a derivative work), and other intellectual property rights and the rights to register these rights) concerning the deliverables newly created by the Translator in providing the Service (“Deliverables”) and any other rights belong to Client.

2 Client hereby accepts and agrees that Y LINK may use the Deliverables only for its own internal use (including reproduction, public transmission, lending, modification, translation, adaptation, and exploitation of a derivative work) for the purpose of analyzing and improving the Service.

Article 10 (Disclaimer of Warranty)

1 Y LINK disclaims any warranty, express, implied, or statutory, with respect to the Service, including, without limitation, any warranty of fitness for a particular purpose, benefit that Client expects, functionality, merchantability, usefulness, compatibility, completeness, accuracy, continuity, reliability, or utility, availability, accessibility, and legality unless otherwise set forth in the Quotation.

2 Y LINK shall not be liable for any damage or loss incurred by Client due to any falsity, error, or omission in the information or materials provided by Client or any delay or failure to provide the information or materials from Client.

3 In the event of a dispute with any third party in connection with the use of the Service, Client shall, at its own cost and responsibility, resolve such dispute, and Y LINK shall bear no responsibility for any dispute.

Article 11 (Costs and Expenses)

1 Y LINK shall bear all costs and expenses incurred by Y LINK in connection with the provision of the Service unless otherwise set forth in the Quotation.

2 Unless otherwise provided herein, each party hereto shall bear costs and expenses incurred by itself respectively in connection with the Service Agreement and any transaction contemplated thereby.

Article 12 (Handling of Personal Data)

Y LINK will handle any personal data (information that can directly or indirectly identify an alive individual as set forth in Thailand’s Personal Data Protection Act) that Y LINK receives from Client or collects upon Client’s use of the Service in accordance with the provisions of the Privacy Policy separately established by Y LINK; Client hereby agrees to such the handling of the personal data.

Article 13 (Confidentiality)

1 Y LINK shall maintain in confidence and safeguard all information which is disclosed by Client in connection with the Service Agreement (“Confidential Information”), with the due care of a prudent manager.

2 The obligations under this Article shall not apply to the following information:

1. information that has already been in the public domain or hereafter becomes public domain through no fault of the receiving party;
2. information that is already known to the receiving party at the time of disclosure;
3. information that has been legally obtained by the receiving party from a duly authorized third party without an obligation of confidentiality; and
4. information that has been independently developed by the receiving party.

3 Y LINK shall ensure that the Translator complies with the same obligation under this Article with regard to the Confidential Information disclosed by the Client.

Article 14 (Limitation of Liability)

1 Notwithstanding anything contained herein, shall Y LINK’s total liability on any claim, whether in contract, tort, or otherwise, arising out of or in relation to the Service Agreement, in any case, exceeds the total amount of the Service Fee actually received by Y LINK from Client under the Service Agreement except in cases of Y LINK’s willful misconduct or gross negligence.

2 Notwithstanding anything contained herein, Y LINK is in no event liable for any incidental, consequential, indirect, or special damages, including, without limitation, damages for loss of profit and punitive damages, even if Y LINK is notified of the possibility of such damages.

Article 15 (Force Majeure)

Y LINK is not liable for any delay or failure in the performance of any obligation under the Service Agreement in the event that such delay or failure is caused by force majeure,, including but not limited to, acts of God, war, threat of war, warlike conditions, hostilities, mobilization for war, blockade, embargo, detention, revolution, riot, port congestion, looting, strike, lockout, plague or other epidemic, fire, typhoon, earthquake, flood or accident, or acts of governmental or quasi-governmental authorities or any political subdivision or department or agency thereof which is not attributable to Y LINK’s fault, or any shortage or curtailment of labor, material, transportation, or utility which is not attributable to Y LINK’s fault, or any labor trouble at the business place of Y LINK or Y LINK’s suppliers, or any other cause beyond the control of Y LINK (“Force Majeure”).

Article 16 (Termination)

1 If either party hereto breaches any provision of the Service Agreement, the non-breaching party may terminate the Service Agreement by serving written notice specifying such breach on the breaching Party at least 7 days prior to the effective date of termination; provided, however, if such breach is cured during the period as specified in the notice, the Service Agreement continues with the same force as if such notice has not been given.

2 Either party hereto may terminate the Service Agreement with immediate effect, by serving a written notice on the other party, if any of the followings occurs on the other party; in such a case, the date of termination is the arrival date of the notice to the other party:

1. when the other party’s license and/or permission to operate its business is canceled or suspended by supervisory authorities;
2. when any note or draft issued by the other party is dishonored, or the other Party otherwise becomes unable to make payments for its dept;
3. when the property of the other party becomes subject to attachment, provisional attachment, provisional disposition, disposition by public sale, disposition for failure to pay taxes, or any other similar disposition by a public authority;
4. when the other party files a petition or has a petition filed against it by any person for bankruptcy, corporate rehabilitation, or any other relief under the Bankruptcy Act;
5. when a merger, partition of business, transfer of the whole or any substantial part of business or assets, or other fundamental change of business structure, or change of control occurs to the other party;
6. when a resolution for the dissolution is adopted at the general meeting of shareholders; or
7. when the other party commits a material breach of the Service Agreement which is considered to impair the relationship of mutual trust between the parties.

3 Any payment obligations that the terminated party owes the other terminating party becomes immediately due and payable when one or more of the events as provided for in the preceding two paragraphs occur.

Article 17 (Notice)

1 Unless otherwise provided herein, Y LINK may give Client a notice or any other communications from Y LINK concerning the Service by posting it on the Service, the website operated by Y LINK, by email, or in other manners specified by Y LINK.

2 Unless otherwise provided herein, Client shall give Y LINK a notice, inquiry, and other communications relating to the Service in other manners specified by Y LINK.

3 Business hours or other details such as the support to be provided by Y LINK in relation to the Service shall be separately specified by Y LINK.

Article 18 (No Assignment)

1 In no event may Client sell, assign, or otherwise, by merger or by corporate split, transfer, pledge as collateral, or otherwise encumber, or dispose of, the Service Agreement or any right or obligation under the Service Agreement, in whole or in part, to any third party without Y LINK’s prior written consent. Any attempt to do so in contravention of this Article is void and of no force and effect.

2 Client hereby agrees that if Y LINK assigns or transfers Y LINK business in relation to the Service to a third party (“Business Transfer”), Y LINK may transfer any and all of Y LINK’s titles, rights, and obligations under the Service Agreement and all information obtained by Y LINK in relation to the Service to the third party. For the avoidance of doubt, the Business Transfer includes the comprehensive succession due to the merger, company split, or other corporate rehabilitation in which Y LINK becomes a disappearing company or a splitting company.

Article 19 (Severability)

If any provision of these Terms conflicts with laws in any jurisdiction in where the Service Agreement is executed, or is deemed invalid or unenforceable to any parties, such provision is deemed null and void; however, these Terms shall remain in force in all other respects.

Article 20 (Language)

These Terms are drawn up in the English language. These Terms may be translated into any language other than English; provided, however, the English text shall prevail in any event.

Article 21 (Governing law and jurisdiction)

1 The Service Agreement is governed and construed in accordance with the laws of Thailand, without regard to its conflict of law rules.

2 Y LINK and Client hereby consent to and confer the exclusive jurisdiction upon the court located in Bangkok over all actions arising out of or relating to the Service Agreement.

Revised on March 1, 2024

These Terms ( “these Terms”) set forth the conditions for the use of Y LINK Online Interpreting Service (“Service”) to be provided to Client (“Client”) by Y LINK Co., Ltd. (“Y LINK”).

Article 1 (General Provisions)

1 These Terms set forth the conditions for the use of the Service and form a binding agreement in relation to the use of the Service (Service Agreement”) between Client and Y LINK a corporation organized and existing under the laws of Thailand, having its head office at 2 JASMINE BUILDING, 12th Floor, Soi Prasarnmitr (Sukhumvit 23), Sukhumvit Road, North Klongtoey, Wattana, Bangkok 10110.

2 Client shall comply with these Terms in using the Service.

3 If an individual who belongs to a certain organization　(including legal entities) applies for and uses the Service on behalf of such organization, the individual is deemed to have the authority to consent to these Terms and execute the Service Agreement with Y LINK on behalf of the organization; in such a case, the organization is a party to the Service Agreement and shall comply with these Terms

Article 2 (Formation of the Service Agreement)

1 The Service Agreement between Client and Y LINK becomes effective at the time when Client notifies Y LINK of Client’s acceptance of the Service as described in the quotation presented by Y LINK (“Quotation”). The Service Agreement shall be in accordance with the descriptions in the Quotation and the provisions of these Terms, and Client is deemed to have agreed to these Terms when Client submits the Quotation to Y LINK.

2 If there is any error or change in the information in Client’s application for the Service that Client has provided to Y Link ( “Registered Information”), Client shall, at its own responsibility, notify Y LINK of such error or change in the manner specified by Y LINK. Client shall be solely responsible for any loss or damage incurred due to any falsity, error, or omission, or failure of change in the Registered Information; Y LINK is not liable in any way for such loss or damage.

Article 3 (Contents of Service)

1 Y LINK shall provide the Client with the Service through internet in accordance with the works and conditions as specified in the Quotation. Client hereby acknowledges and agrees that Y LINK does not undertake any obligation to prepare and deliver any specific deliverables in the Service.

2 Client shall, at its own responsibility and cost, prepare the necessary equipment and materials, such as web conferencing tools, for the use of the Service

3 If Client needs Y LINK to provide the Service that exceeds the service time as specified in the Quotation, Client shall obtain Y LINK’s prior consent.

Article 4 (Interpreter)

1 Y LINK shall, at its sole discretion, appoint an appropriate interpreter with the necessary skills to perform the work specified in the Quotation (“Interpreter”) as the person in charge of the work.

2 If the Client determines that the Interpreter does not have the skills necessary to perform the work as provided for in the preceding paragraph, the Client shall notify Y LINK thereof in writing or by e-mail. In such a case, Y LINK shall consult with the Client on how to handle the work.

Article 5 (Service Fee)

1 Client shall pay a fee for the Service (“Service Fee”) to Y LINK in accordance with the amount, , payment due date, and other conditions as specified in the Quotation. Client shall bear any bank charge accordingly.

2 The rate of the Service Fee is as follows:
・60 minutes: Minimum amount of 2,000 THB
・Pre meeting: Minimum amount of 500 THB

*The Pre-meeting will be held 30 minutes or the day before the start of the Service.

3  If Client fails to make any payment hereunder by the payment due date, Client shall, to the fullest extent permitted by applicable law, accrue interest at the rate of 15% per annum of the outstanding amount, on a basis of 365 days, for the period from the following day of the payment due date up to and including the date of actual payment in full. In addition, Client shall compensate for all costs and damages incurred by Y LINK, including, without limitation, dept recovery costs and attorneys’ fees.

Article 6 (Cancellation Policy)

If Client cancels the Service for reasons not attributable to Y LINK, Client shall pay a cancellation fee as listed in the table below. Also, if Client wishes to cancel the Service, Client shall notify Y LINK thereof in writing or by e-mail. This cancellation policy shall apply at the time when Y LINK receives such notification.

Article 7 (Prohibited Acts)

In the course of using the Service, Client shall not conduct any of the following acts:

1. acts that violate or are likely to violate any applicable laws or regulations, court’s judgments, decisions, or orders, or mandatory administrative measures;
2. acts that are or are likely to be against public orders and morals;
3. acts that infringe or are likely to infringe intellectual property rights, privacy rights, or other rights or benefits of Y LINK, or any third party;
4. acts of providing benefits to criminals, crime organizations, or members thereof through the Service;
5. act to solicit the Interpreter to be employed directly by the Client or encourage the Interpreter to resign from Y LINK for that purpose without Y LINK’s prior written consent;
6. acts that are contrary to the purposes of these Terms or the objectives of the Service;
7. acts to, directly or indirectly induce, solicit, or encourage any of the foregoing acts;
8. any other acts that Y LINK deems to be inappropriate.

Article 8 (Subcontracting)

Y LINK may, at its own responsibility, subcontract all or part of the Service to a third party. In such a case, Y LINK shall be responsible for any acts of such third party in providing the Service.

Article 9 (Ownership of Rights)

1 Y LINK hereby agrees that any and all intellectual property rights (patent rights, utility model rights, design rights, trademark rights, copyrights (including, without limitation, translation, adaptation, and exploitation of a derivative work), and other intellectual property rights and the rights to register these rights) concerning the deliverables newly created by the Interpreter in providing the Service (“Deliverables”) and any other rights belong to Client.

2 Client hereby accepts and agrees that Y LINK may use the Deliverables only for its own internal use (including reproduction, public transmission, lending, modification, translation, adaptation, and exploitation of a derivative work) for the purpose of analyzing and improving the Service.

Article 10 (Disclaimer of Warranty)

1 Y LINK disclaims any warranty, express, implied, or statutory, with respect to the Service, including, without limitation, any warranty of fitness for a particular purpose, benefit that Client expects, functionality, merchantability, usefulness, compatibility, completeness, accuracy, continuity, reliability, or utility, availability, accessibility, and legality, unless otherwise set forth in the Quotation.

2 Y LINK shall not be liable for any damage or loss incurred by Client due to any falsity, error, or omission in the information or materials provided by Client or any delay or failure to provide the information or materials from Client.

3 In the event of a dispute with any third party in connection with the use of the Service, Client shall, it at its own cost and responsibility, resolve such disputes, and Y LINK shall bear no responsibility for any dispute.

Article 11 (Costs and Expenses)

1 Y LINK shall bear all costs and expenses incurred by Y LINK in connection with the provision of the Service, unless otherwise set forth in the Quotation.

2 Unless otherwise provided herein, each party hereto shall bear costs and expenses incurred by itself respectively in connection with the Service Agreement and any transaction contemplated thereby.

Article 12 (Handling of Personal Data)

Y LINK will handle any personal data (information that can directly or indirectly identify an alive individual as set forth in Thailand’s Personal Data Protection Act that Y LINK receives from Client or collects upon Client’s use of the Service in accordance with the provisions of the Privacy Policy separately established by Y LINK; Client hereby agrees to such the handling of the personal data.

Article 13 (Confidentiality)

1 Y LINK shall maintain in confidence and safeguard all information which is disclosed by Client in connection with the Service Agreement (“Confidential Information”), with the due care of a prudent manager.

2 The obligations under this Article shall not apply to the following information:

1. information that has already been in the public domain or hereafter becomes public domain through no fault of the receiving party;
2. information that is already known to the receiving party at the time of disclosure;
3. information that has been legally obtained by the receiving party from a duly authorized third party without an obligation of confidentiality; and.
4. Information that has been independently developed by the receiving party.

3 Y LINK shall ensure that the Interpreter complies with the same obligation under this Article with regard to the Confidential Information disclosed by the Client.

Article 14 (Limitation of Liability)

1 Notwithstanding anything contained herein, shall Y LINK’s total liability on any claim, whether in contract, tort or otherwise, arising out of or in relation to the Service Agreement, in any case, exceeds the total amount of the Service Fee actually received by Y LINK from Client under the Service Agreement, except in cases of Y LINK’s willful misconduct or gross negligence.

2 Notwithstanding anything contained herein, Y LINK is in no event liable for any incidental, consequential, indirect, or special damages, including, without limitation, damages for loss of profit and punitive damages, even if Y LINK is notified of the possibility of such damages.

Article 15 (Force Majeure)

Y LINK is not liable for any delay or failure in the performance of any obligation under the Service Agreement in the event that such delay or failure is caused by force majeure, including but not limited to, acts of God, war, threat of war, warlike conditions, hostilities, mobilization for war, blockade, embargo, detention, revolution, riot, port congestion, looting,
strike, lockout, plague or other epidemic, fire, typhoon, earthquake, flood or accident, or acts of governmental or quasi-governmental authorities or any political subdivision or department or agency thereof which is not attributable to Y LINK’s fault, or any shortage or curtailment of labor, material, transportation, or utility which is not attributable to Y LINK’s fault, or any labor trouble at the business place of Y LINK or Y LINK’s suppliers, or any other cause beyond the control of Y LINK (“Force Majeure”).

Article 16 (Termination)

1 If either party hereto breaches any provision of the Service Agreement, the non-breaching party may terminate the Service Agreement by serving written notice or e-mail specifying such breach on the breaching Party by the day before the effective date of termination; provided, however, if such breach is cured during the period as specified in such notice, the Service Agreement shall continue with the same force as if such notice has not been given.

2 Either party hereto may terminate the Service Agreement with immediate effect, by serving a written notice or e-mail on the other party, if any of the followings occurs on the other party; in such a case, the date of termination is the arrival date of the notice to the other party:

1. when the other party’s license and/or permission to operate its business is canceled or suspended by supervisory authorities;
2. when any note or draft issued by the other party is dishonored, or the other party otherwise becomes unable to make payments for its dept;
3. when the property of the other party becomes subject to attachment, provisional attachment, provisional disposition, disposition by public sale, disposition for failure to pay taxes, or any other similar disposition by a public authority;
4. when the other party files a petition or has a petition filed against it by any person for bankruptcy, corporate rehabilitation, or any other relief under the Bankruptcy Act;
5. when a merger, partition of business, transfer of the whole or any substantial part of business or assets, or other fundamental change of business structure, or change of control occurs to the other party;
6. when a resolution for the dissolution is adopted at the general meeting of shareholders; or
7. when the other party commits a material breach of the Service Agreement which is considered to impair the relationship of mutual trust between the parties.

3 Any payment obligations that the terminated party owes the other terminating party becomes immediately due and payable when one or more of the events as provided for in the preceding two paragraphs occur.

Article 17 (Notice)

1 Unless otherwise provided herein, Y LINK may give Client a notice or any other communications from Y LINK concerning the Service by posting it on the Service, the website operated by Y LINK, by email, or in other manners specified by Y LINK.

2 Unless otherwise provided herein, Client shall give Y LINK a notice, inquiry, and other communications relating to the Service in other manners specified by Y LINK.

3 Business hours or other details such as the support to be provided by Y LINK in relation to the Service shall be separately specified by Y LINK.

Article 18 (No Assignment)

1 In no event may Client sell, assign, or otherwise, by merger or by corporate split, transfer, pledge as collateral o, or otherwise encumber, or dispose of, the Service Agreement or any right or obligation under the Service Agreement, in whole or in part, to any third party without Y LINK’s prior written consent. Any attempt to do so in contravention of this Article is void and of no force and effect.

2 Client hereby agrees that if Y LINK assigns or transfers Y LINK business in relation to the Service to a third party (“Business Transfer”), Y LINK may transfer any and all of Y LINK’s titles, rights, and obligations under the Service Agreement and all information obtained by Y LINK in relation to the Service to the third party. For the avoidance of doubt, the Business Transfer includes the comprehensive succession due to the merger, company split, or other corporate rehabilitation in which Y LINK becomes a disappearing company or a splitting company.

Article 19 (Severability)

If any provision of these Terms conflicts with laws in any jurisdiction in where the Service Agreement is executed, or is deemed invalid or unenforceable to any parties, such provision is deemed null and void; however, these Terms shall remain in force in all other respects.

Article 20 (Language)

These Terms are drawn up in the English language. These Terms may be translated into any language other than English; provided, however, the English text shall prevail in any event.

Article 21 (Governing law and jurisdiction)

1 The Service Agreement is governed and construed in accordance with the laws of Thailand, without regard to its conflict of law rules.

2 Y LINK and Client hereby consent to and confer the exclusive jurisdiction upon the court located in Bangkok over all actions arising out of or relating to the Service Agreement.

Revised on March 1, 2024

These Terms (these Terms”) set forth the conditions for the use of the Y LINK Short-Term Dispatch Service (Service”) to be provided to Client (“Client”) by Y LINK Co., Ltd. (Y LINK”).

Article 1 (General Provisions)

1 These Terms set forth the conditions for the use of the Service and form a binding agreement in relation to the use of the Service (“Service Agreement”) between Client and Y LINK a corporation organized and existing under the laws of Thailand, having its head office at 2 JASMINE BUILDING, 12th Floor, Soi Prasarnmitr (Sukhumvit 23), Sukhumvit Road, North Klongtoey, Wattana, Bangkok 10110.

2 Client shall comply with these Terms in using the Service.

3 If an individual who belongs to a certain organization (including legal entities) applies for and uses the Service on behalf of the organization, the individual is deemed to have the authority to consent to these Terms and execute the Service Agreement with Y LINK on behalf of such organization; in such a case, the organization is a party to the Service Agreement and shall comply with these Terms.

Article 2 (Formation of the Service Agreement)

1 The Service Agreement between Client and Y LINK becomes effective at the time when Client notifies Y LINK of Client’s acceptance of the Service described in the quotation presented by Y LINK (“Quotation”). The Service Agreement shall be in accordance with the descriptions in the Quotation and the provisions of these Terms, and Client is deemed to have agreed to these Terms when Client submits the Quotation to Y LINK.

2 If there is any error or change in the information in Client’s application for the Service that Client has provided to Y Link (“Registered Information”), Client shall, at its own responsibility, notify Y LINK of such error or change in the manner specified by Y LINK Client shall be solely responsible for any loss or damage incurred due to any falsity, error, or omission, or failure of change in the Registered Information; Y LINK is not liable in any way for such loss or damage.

Article 3 (Contents of Service)

1 Y LINK shall provide the Client with the Service in accordance with the works and conditions as specified in the Quotation. Client hereby acknowledges and agrees that Y LINK does not undertake any obligation to prepare and deliver any specific deliverables in the Service.

2 Client shall, at its own responsibility and cost, prepare the necessary equipment and materials for the use of the Service.

3 If Client needs Y LINK to provide the Service that exceeds the service time as specified in the Quotation, Client shall obtain Y LINK’s prior consent.

Article 4 (Person in Charge)

1 Y LINK shall, at its sole discretion, appoint an appropriate person in charge with the necessary skills to perform the work as specified in the Quotation (“PIC”) as the person in charge of the work.

2 If Client determines that the PIC does not have the skills necessary to perform the work as provided for in in the preceding paragraph, Client shall notify Y LINK thereof in writing or by e-mail. In such a case, Y LINK shall consult with the Client on how to handle the work.

Article 5 (Service Fee)

1 Client shall pay a fee for the Service (“Service Fee”) to Y LINK in accordance with the amount, payment due date, and other conditions as specified in the Quotation. Client shall bear any bank charge accordingly.

2 The Service Fee shall include the wages to be paid to the PIC, 20% of the service charge for the Service (20% of the wages to be paid to the PIC), travel expenses and accommodation fee when required due to the location of the workplace, other necessary expenses, and overtime fees if any, and further, 7% of VAT is added to the Service Fee.

3  The rate of the wage to be paid to the PIC shall be 700 THB a day at the minimum by taking into account the PIC’s language level which is necessary to perform its duty, performance of the work, and others.

4 If the PIC needs to work outside of business hours (work exceeds 8 hours per day or 4 hours in half a day), the overtime allowance shall be calculated based on the wages to be paid to PIC under the Labor Protection Act.

5 If Client fails to make any payment hereunder by the payment due date, Client shall, to the fullest extent permitted by applicable law, accrue interest at the rate of 15% per annum on the outstanding amount, on a basis of 365 days, for the period from the following day of the payment due date up to and including the date of actual payment in full. In addition, Client shall compensate for all costs and damages incurred by Y LINK, including without limitation, dept recovery costs and attorneys’ fees.

Article 6 (Cancellation Policy)

If Client cancels the Service for reasons not attributable to Y LINK, Client shall pay a cancellation fee as listed in the table below. Also, if Client wishes to cancel the Service, Client shall notify Y LINK thereof in writing or by e-mail. This cancellation policy shall apply at the time when Y LINK receives such notification.

Article 7 (Prohibited Acts)

In the course of using the Service, Client shall not conduct any of the following acts:

1. acts that violate or are likely to violate any applicable laws or regulations, court’s judgments, decisions, or orders, or mandatory administrative measures;
2. acts that are or are likely to be against public orders and morals;
3. acts that infringe or are likely to infringe intellectual property rights, privacy rights, or other rights or benefits of Y LINK, or any third party;
4. acts of providing benefits to criminals, crime organizations, or members thereof through the Service;
5. act to solicit a PIC to be employed directly by Client or to encourage PIC to resign from Y LINK for that purpose without Y LINK’s prior written consent;
6. acts that are contrary to the purposes of these Terms or the objectives of the Service;
7. acts to, directly or indirectly, induce, solicit, or encourage any of the foregoing acts; and
8. any other acts that Y LINK deems to be inappropriate.

Article 8 (Subcontracting)

Y LINK may, at its own responsibility, subcontract all or part of the Service to a third party. In such a case, Y LINK shall be responsible for any acts of such third party in providing the Service.

Article 9 (Ownership of Rights)

1 Y LINK hereby agrees that any and all intellectual property rights (patent rights, utility model rights, design rights, trademark rights, copyrights (including, without limitation, translation, adaptation, and exploitation of a derivative work), and other intellectual property rights, and the rights to register these rights) concerning the deliverables newly created by the PIC in providing the Service ( “Deliverables”) and any other rights belong to Client.

2 Client hereby accepts and agrees that Y LINK may use the Deliverables only for its own internal use (including reproduction, public transmission, lending, modification, translation, adaptation, and exploitation of a derivative work) for the purpose of analyzing and improving the Service.

Article 10 (Disclaimer of Warranty)

1 Y LINK disclaims any warranty, express, implied, or statutory, with respect to the Service, including, without limitation, any warranty of fitness for a particular purpose, benefit that Client expects, functionality, merchantability, usefulness, compatibility, completeness, accuracy, continuity, reliability, or utility, availability, accessibility, and legality, unless otherwise set forth in the Quotation.

2 Y LINK shall not be liable for any damage or loss incurred by Client due to any falsity, error, or omission in the information or materials provided by Client or any delay or failure to provide the necessary information or materials from Client.

3 In the event of a dispute with any third party in connection with the use of the Service, Client shall, at its own responsibility and cost, resolve such dispute, and Y LINK shall bear no responsibility for any dispute.

Article 11 (Costs and Expenses)

1 Y LINK shall bear all costs and expenses incurred by Y LINK in connection with the provision of the Service, unless otherwise set forth in the Quotation.

2 Unless otherwise provided herein, each party hereto shall bear costs and expenses incurred by itself respectively in connection with the Service Agreement and any transaction contemplated thereby.

Article 12 (Handling of Personal Data)

Y LINK will handle any personal data (information that can directly or indirectly identify an alive individual as set forth in Thailand’s Personal Data Protection Act) that Y LINK receives from Client or collects upon Client’s use of the Service in accordance with the provisions of the Privacy Policy separately established by Y LINK; Client hereby agrees to such the handling of personal data.

Article 13 (Confidentiality)

1 Y LINK shall maintain in confidence and safeguard all information which is disclosed by Client in connection with this Service Agreement (“Confidential Information”), with the due care of a prudent manager.

2 The obligations under this Article shall not apply to the following information:

1. information that has already been in the public domain or hereafter becomes public domain through no fault of the receiving party;
2. information that is already known to the receiving party at the time of disclosure;
3. information that has been legally obtained by the receiving party from a duly authorized third party without an obligation of confidentiality; and
4. information that has been independently developed by the receiving party.

3 Y LINK shall ensure that the PIC complies with the same obligation under this Article with regard to the Confidential Information disclosed by the Client.

Article 14 (Limitation of Liability)

1 Notwithstanding anything contained herein, shall Y LINK’s total liability on any claim, whether in contract, tort or otherwise, arising out of or in relation to the Service Agreement, in any event, exceeds the total amount of the Service Fee actually received by Y LINK from Client under the Service Agreement, except in cases of Y LINK’s willful misconduct or gross negligence.

2 Notwithstanding anything contained herein, Y LINK is in no event liable for any incidental, consequential, indirect, or special damages, including, without limitation, damages for loss of profit and punitive damages, even if Y LINK is notified of the possibility of such damages.

Article 15 (Force Majeure)

Y LINK is not liable for any delay or failure in the performance of any obligation under the Service Agreement in the event that such delay or failure is caused by force majeure, including but not limited to, acts of God, war, threat of war, warlike conditions, hostilities, mobilization for war, blockade, embargo, detention, revolution, riot, port congestion, looting, strike, lockout, plague or other epidemic, fire, typhoon, earthquake, flood or accident, or acts of governmental or quasi-governmental authorities or any political subdivision or department or agency thereof which is not attributable to Y LINK fault, or any shortage or curtailment of labor, material, transportation, or utility which is not attributable to Y LINK fault, or any labor trouble at the place of Y LINK business or Y LINK suppliers, or any other cause beyond the control of Y LINK　(“Force Majeure” ).

Article 16 (Termination)

1 If either party hereto breaches any provision of the Service Agreement, the non-breaching party may terminate the Service Agreement by serving written notice or e-mail specifying such breach on the breaching party at least 7 days prior to the effective date of termination; provided, however, if such breach is cured during the period as specified in such notice, the Service Agreement shall continue with the same force as if such notice has not been given.

2 Either party hereto may terminate the Service Agreement with immediate effect, by serving a written notice or e-mail on the other party, if any of the followings occurs on the other party; in such a case, the date of termination is the arrival date of the notice to the other party:

1. when the other party’s license and/or permission to operate its business is canceled or suspended by supervisory authorities;
2. when any note or draft issued by the other party is dishonored, or the other party otherwise becomes unable to make payments for its dept;
3. when the property of the other party becomes subject to attachment, provisional attachment, provisional disposition, disposition by public sale, disposition for failure to pay taxes, or any other similar disposition by a public authority;
4. when the other party files a petition or has a petition filed against it by any person for bankruptcy, corporate rehabilitation, or any other relief under the Bankruptcy Act ;
5. when a merger, partition of business, transfer of the whole or any substantial part of business or assets, or other fundamental change of business structure, or change of control occurs to the other party;
6. when a resolution for the dissolution is adopted by the general meeting of shareholders; or
7. when the other party commits a material breach of the Service Agreement which is considered to impair the relationship of mutual trust between the parties.

3 Any payment obligations that the terminated party owes the other terminating party becomes immediately due and payable when one or more of the events as provided for in the preceding two paragraphs occur.

Article 17 (Notice)

1 Unless otherwise provided herein, Y LINK may give Client a notice or any other communications from Y LINK concerning the Service by posting it on the Service, the website operated by Y LINK, by email, or in other manners specified by Y LINK.

2 Unless otherwise provided herein, Client shall give Y LINK a notice, inquiry, and other communications relating to the Service in other manners specified by Y LINK.

3 Business hours or other details such as the support to be provided by Y LINK in relation to the Service shall be separately specified by Y LINK.

Article 18 (No Assignment)

1 In no event may Client sell, assign, or otherwise, by merger or by company split, transfer, pledge as collateral, or otherwise encumber, or dispose of, the Service Agreement or any right or obligation under the Service Agreement, in whole or in part, to any third party without Y LINK’s prior written consent. Any attempt to do so in contravention of this Article is void and of no force and effect.

2 Client hereby agrees that if Y LINK assigns or transfers Y LINK business in relation to the Service to a third party (“Business Transfer”), Y LINK may transfer any and all of Y LINK titles, rights, and obligations under the Service Agreement and all information obtained by Y LINK in relation to the Service to the third party. For the avoidance of doubt, the Business Transfer includes the comprehensive succession due to the merger, company split, or other corporate rehabilitation in which Y LINK becomes a disappearing company or a splitting company.

Article 19 (Severability)

If any provision of these Terms conflicts with laws in any jurisdiction in where the Service Agreement is executed or is deemed invalid or unenforceable to any parties such provision is deemed null and void; however, these Terms shall remain in force in all other respects.

Article 20 (Language)

These Terms are drawn up in the English language. These Terms may be translated into any language other than English; provided, however, the English text prevails in any event.

Article 21 (Governing law and jurisdiction)

1 The Service Agreement is governed and construed in accordance with the laws of Thailand, without regard to its conflict of law rules.

2 Y LINK and Client hereby consent to and confer the exclusive jurisdiction upon the court located in Bangkok over all actions arising out of or relating to the Service Agreement.

Revised on March 1, 2024

These Terms (“these Terms”) set forth the conditions for the use of Y LINK Translation Service (“Service”) to be provided to Client (“Client”) by Y LINK Co., Ltd. (“Y LINK”).

Article 1 (General Provisions)

1 These Terms set forth the conditions for the use of the Service and form a binding agreement in relation to the use of the Service (“Service Agreement”) between Client and Y LINK a corporation organized and existing under the laws of Thailand, having its head office at 2 JASMINE BUILDING, 12th Floor, Soi Prasarnmitr (Sukhumvit 23), Sukhumvit Road, North Klongtoey, Wattana, Bangkok 10110.

2 Client shall comply with these Terms in using the Service.

3 If an individual who belongs to a certain organization (including legal entities) applies for and uses the Service on behalf of such organization, such individual is deemed to have the authority to consent to these Terms and execute the Service Agreement with Y LINK on behalf of such organization; in such a case, the organization is a party to the Service Agreement and shall comply with these Terms.

Article 2 (Formation of the Service Agreement)

1 The Service Agreement between Client and Y LINK becomes effective at the time when Client notifies Y LINK of Client’s acceptance of the Service described in the quotation presented by Y LINK (“Quotation”). The Service Agreement shall be in accordance with the descriptions in the Quotation and the provisions of these Terms, and Client is deemed to have agreed to these Terms when Client submits the Quotation to Y LINK.

2 If there is any error or change in the information Client in Client’s application for the Service that Client has provided to Y LINK (“Registered Information”), Client shall, at its own responsibility, notify Y LINK of such error or change in the manner specified by Y LINK Client shall be solely responsible for any loss or damage incurred due to any falsity, error, or omission, or failure of change in the Registered Information; Y LINK is not liable in any way for such loss or damage.

Article 3 (Contents of Service)

1 Y LINK shall provide the Client with the Service in accordance with the works and conditions as specified in the Quotation.

2 Y LINK will amend the translated work within 30 days from the initial delivery date of the translated work. If an amendment request is made more than 30 days after the translated work’s original delivery date, Y LINK is not obligated to make any amendment to the translated work for any reason whatsoever.

Article 4 (Translator)

1 Y LINK shall, at its sole discretion, appoint an appropriate person in charge with the necessary skills to perform the work as specified in the Quotation (“Translator”) as the person in charge of the work.

2 If Client determines that the Translator does not have the skills necessary to perform the work as provided for in the preceding paragraph, Client shall notify Y LINK thereof in writing or by e-mail. In such a case, Y LINK shall consult with Client on how to handle the work.

Article 5 (Service Fee)

1 Client shall pay a fee for the Service (“Service Fee”) to Y LINK in accordance with the amount, payment due date, and other conditions as specified in the Quotation. Client shall bear any bank charge accordingly.

2 The rate of the Service Fee shall be 800 THB per page at the minimum.

3 If Client fails to make any payment hereunder by the payment due date, Client shall, to the fullest extent permitted by applicable law, accrue interest at the rate of 15% per annum of the outstanding amount, on a basis of 365 days, for the period from the following day of the payment due date up to and including the date of actual payment in full. In addition, Client shall compensate for all costs and damages incurred by Y LINK, including without limitation, debt recovery costs and attorneys’ fees.

Article 6 (Cancellation Policy)

If Client cancels the Service for reasons not attributable to Y LINK after the conclusion of the Service Agreement, Client shall pay the full amount of the Service Fee as agreed in the Quotation.
Also, if Client wishes to cancel the Service, Client shall notify Y LINK thereof in writing or by e-mail. This cancellation policy applies at the time when Y LINK receives such notification.

Article 7 (Prohibited Acts)

In the course of using the Service, Client shall not conduct any of the following acts:

1. acts that violate or are likely to violate any applicable laws or regulations, court’s judgments, decisions, or orders, or mandatory administrative measures;
2. acts that are or are likely to be against public orders and morals;
3. acts that infringe or are likely to infringe intellectual property rights, privacy rights, or other rights or benefits of Y LINK, or any third party;
4. acts of providing benefits to criminals, crime organizations, or members thereof through the Service;
5. act to solicit the Translator to be employed directly by the Client or be entrusted with work without relying on Y LINK, without Y LINK’s prior written consent;
6. acts that are contrary to the purposes of these Terms or the objectives of the Service;
7. acts to, directly or indirectly induce, solicit, or encourage any of the foregoing acts;
8. any other acts that Y LINK deems to be inappropriate.

Article 8 (Subcontracting)

Y LINK may, at its own responsibility, subcontract all or part of the Service to a third party. In such a case, Y LINK shall be responsible for any acts of such third party in providing the Service.

Article 9 (Ownership of Rights)

1 Y LINK hereby agrees that any and all intellectual property rights (patent rights, utility model rights, design rights, trademark rights, copyrights (including, without limitation, translation, adaptation, and exploitation of a derivative work), and other intellectual property rights and the rights to register these rights) concerning the deliverables newly created by the Translator in providing the Service (“Deliverables”) and any other rights belong to Client.

2 Client hereby accepts and agrees that Y LINK may use the Deliverables only for its own internal use (including reproduction, public transmission, lending, modification, translation, adaptation, and exploitation of a derivative work) for the purpose of analyzing and improving the Service.

Article 10 (Disclaimer of Warranty)

1 Y LINK disclaims any warranty, express, implied, or statutory, with respect to the Service, including, without limitation, any warranty of fitness for a particular purpose, benefit that Client expects, functionality, merchantability, usefulness, compatibility, completeness, accuracy, continuity, reliability, or utility, availability, accessibility, and legality unless otherwise set forth in the Quotation.

2 Y LINK shall not be liable for any damage or loss incurred by Client due to any falsity, error, or omission in the information or materials provided by Client or any delay or failure to provide the information or materials from Client.

3 In the event of a dispute with any third party in connection with the use of the Service, Client shall, at its own cost and responsibility, resolve such dispute, and Y LINK shall bear no responsibility for any dispute.

Article 11 (Costs and Expenses)

1 Y LINK shall bear all costs and expenses incurred by Y LINK in connection with the provision of the Service unless otherwise set forth in the Quotation.

2 Unless otherwise provided herein, each party hereto shall bear costs and expenses incurred by itself respectively in connection with the Service Agreement and any transaction contemplated thereby.

Article 12 (Handling of Personal Data)

Y LINK will handle any personal data (information that can directly or indirectly identify an alive individual as set forth in Thailand’s Personal Data Protection Act) that Y LINK receives from Client or collects upon Client’s use of the Service in accordance with the provisions of the Privacy Policy separately established by Y LINK; Client hereby agrees to such the handling of the personal data.

Article 13 (Confidentiality)

1 Y LINK shall maintain in confidence and safeguard all information which is disclosed by Client in connection with the Service Agreement (“Confidential Information”), with the due care of a prudent manager.

2 The obligations under this Article shall not apply to the following information:

1. information that has already been in the public domain or hereafter becomes public domain through no fault of the receiving party;
2. information that is already known to the receiving party at the time of disclosure;
3. information that has been legally obtained by the receiving party from a duly authorized third party without an obligation of confidentiality; and
4. information that has been independently developed by the receiving party.

3 Y LINK shall ensure that the Translator complies with the same obligation under this Article with regard to the Confidential Information disclosed by the Client.

Article 14 (Limitation of Liability)

1 Notwithstanding anything contained herein, shall Y LINK’s total liability on any claim, whether in contract, tort, or otherwise, arising out of or in relation to the Service Agreement, in any case, exceeds the total amount of the Service Fee actually received by Y LINK from Client under the Service Agreement except in cases of Y LINK’s willful misconduct or gross negligence.

2 Notwithstanding anything contained herein, Y LINK is in no event liable for any incidental, consequential, indirect, or special damages, including, without limitation, damages for loss of profit and punitive damages, even if Y LINK is notified of the possibility of such damages.

Article 15 (Force Majeure)

Y LINK is not liable for any delay or failure in the performance of any obligation under the Service Agreement in the event that such delay or failure is caused by force majeure,, including but not limited to, acts of God, war, threat of war, warlike conditions, hostilities, mobilization for war, blockade, embargo, detention, revolution, riot, port congestion, looting, strike, lockout, plague or other epidemic, fire, typhoon, earthquake, flood or accident, or acts of governmental or quasi-governmental authorities or any political subdivision or department or agency thereof which is not attributable to Y LINK’s fault, or any shortage or curtailment of labor, material, transportation, or utility which is not attributable to Y LINK’s fault, or any labor trouble at the business place of Y LINK or Y LINK’s suppliers, or any other cause beyond the control of Y LINK (“Force Majeure”).

Article 16 (Termination)

1 If either party hereto breaches any provision of the Service Agreement, the non-breaching party may terminate the Service Agreement by serving written notice specifying such breach on the breaching Party at least 7 days prior to the effective date of termination; provided, however, if such breach is cured during the period as specified in the notice, the Service Agreement continues with the same force as if such notice has not been given.

2 Either party hereto may terminate the Service Agreement with immediate effect, by serving a written notice on the other party, if any of the followings occurs on the other party; in such a case, the date of termination is the arrival date of the notice to the other party:

1. when the other party’s license and/or permission to operate its business is canceled or suspended by supervisory authorities;
2. when any note or draft issued by the other party is dishonored, or the other Party otherwise becomes unable to make payments for its dept;
3. when the property of the other party becomes subject to attachment, provisional attachment, provisional disposition, disposition by public sale, disposition for failure to pay taxes, or any other similar disposition by a public authority;
4. when the other party files a petition or has a petition filed against it by any person for bankruptcy, corporate rehabilitation, or any other relief under the Bankruptcy Act;
5. when a merger, partition of business, transfer of the whole or any substantial part of business or assets, or other fundamental change of business structure, or change of control occurs to the other party;
6. when a resolution for the dissolution is adopted at the general meeting of shareholders; or
7. when the other party commits a material breach of the Service Agreement which is considered to impair the relationship of mutual trust between the parties.

3 Any payment obligations that the terminated party owes the other terminating party becomes immediately due and payable when one or more of the events as provided for in the preceding two paragraphs occur.

Article 17 (Notice)

1 Unless otherwise provided herein, Y LINK may give Client a notice or any other communications from Y LINK concerning the Service by posting it on the Service, the website operated by Y LINK, by email, or in other manners specified by Y LINK.

2 Unless otherwise provided herein, Client shall give Y LINK a notice, inquiry, and other communications relating to the Service in other manners specified by Y LINK.

3 Business hours or other details such as the support to be provided by Y LINK in relation to the Service shall be separately specified by Y LINK.

Article 18 (No Assignment)

1 In no event may Client sell, assign, or otherwise, by merger or by corporate split, transfer, pledge as collateral, or otherwise encumber, or dispose of, the Service Agreement or any right or obligation under the Service Agreement, in whole or in part, to any third party without Y LINK’s prior written consent. Any attempt to do so in contravention of this Article is void and of no force and effect.

2 Client hereby agrees that if Y LINK assigns or transfers Y LINK business in relation to the Service to a third party (“Business Transfer”), Y LINK may transfer any and all of Y LINK’s titles, rights, and obligations under the Service Agreement and all information obtained by Y LINK in relation to the Service to the third party. For the avoidance of doubt, the Business Transfer includes the comprehensive succession due to the merger, company split, or other corporate rehabilitation in which Y LINK becomes a disappearing company or a splitting company.

Article 19 (Severability)

If any provision of these Terms conflicts with laws in any jurisdiction in where the Service Agreement is executed, or is deemed invalid or unenforceable to any parties, such provision is deemed null and void; however, these Terms shall remain in force in all other respects.

Article 20 (Language)

These Terms are drawn up in the English language. These Terms may be translated into any language other than English; provided, however, the English text shall prevail in any event.

Article 21 (Governing law and jurisdiction)

1 The Service Agreement is governed and construed in accordance with the laws of Thailand, without regard to its conflict of law rules.

2 Y LINK and Client hereby consent to and confer the exclusive jurisdiction upon the court located in Bangkok over all actions arising out of or relating to the Service Agreement.

Revised on March 1, 2024

These Terms ( “these Terms”) set forth the conditions for the use of Y LINK Interpreter Dispatch Service (“Service”) to be provided to Client (“Client”) by Y LINK Co., Ltd. (“Y LINK”).

Article 1 (General Provisions)

1 These Terms set forth the conditions for the use of the Service and form a binding agreement in relation to the use of the Service (“Service Agreement”) between Client and Y LINK a corporation organized and existing under the laws of Thailand, having its head office at 2 JASMINE BUILDING, 12th Floor, Soi Prasarnmitr (Sukhumvit 23), Sukhumvit Road, North Klongtoey, Wattana, Bangkok 10110.

2 Client shall comply with these Terms in using the Service.

3 If an individual who belongs to a certain organization (including legal entities) applies for and uses the Service on behalf of such organization, such individual is deemed to have the authority to consent to these Terms and execute the Service Agreement with Y LINK on behalf of such organization; in such a case, the organization is a party to the Service Agreement and shall comply with these Terms.

Article 2 (Formation of the Service Agreement)

1 The Service Agreement between Client and Y LINK becomes effective at the time when Client notifies Y LINK of Client’s acceptance of the Service described in the quotation presented by Y LINK (“Quotation”). The Service Agreement shall be in accordance with the descriptions in the Quotation and the provisions of these Terms, and Client is deemed to have agreed to these Terms when Client submits the Quotation to Y LINK.

2 If there is any error or change in the information in Client’s application for the Service that Client has provided to Y Link, (“Registered Information”), Client shall, at its own responsibility, notify Y LINK of such error or change in the manner specified by Y LINK. Client shall be solely responsible for any loss or damage incurred due to any falsity, error, or omission, or failure of change in the Registered Information; Y LINK is not liable in any way for such loss or damage.

Article 3 (Contents of Service)

1　Y LINK shall provide the Client with the Service in accordance with the works and conditions as specified in the Quotation. Client hereby acknowledges and agrees that Y LINK does not undertake any obligation to prepare and deliver any specific deliverables in the Service.

2 Client shall, at its own responsibility and cost, prepare the necessary equipment and materials for the use of the Service.

3 If Client needs Y LINK to provide the Service that exceeds the service time as specified in the Quotation, Client shall obtain Y LINK’s prior consent.

Article 4 (Interpreter)

1 Y LINK shall may, at its sole discretion, appoint an appropriate interpreter with the necessary skills to perform the work specified in the Quotation (“Interpreter”) as the person in charge of the work.

2 If the Client determines that the Interpreter does not have the skills necessary to perform the work as provided for in described in the preceding paragraph, the Client shall notify Y LINK thereof it in writing or by e-mail. In such a case, Y LINK shall consult with the Client on how to handle the work.

Article 5 (Service Fee)

1 Client shall pay a fee for the Service (“Service Fee”) to Y LINK in accordance with the amount, , payment due date, and other conditions as specified in the Quotation. Client shall bear any bank charge accordingly.

2 The Service Fee shall include the wages to be paid to the Interpreter, 20% of the service charge for the Service (20% of the wages to be paid to the Interpreter), travel expenses and accommodation fee when required due to the location of the workplace, other necessary expenses, and overtime fees if any, and further, 7% VAT is added to the Service Fee.

3 The rate of the wages to be paid to the Interpreter is based on the results of the Japanese-Language Proficiency Test as follows, the interpretation experience of the Interpreter, the quality and content of interpretation, and others.
・N3 level: Minimum wage of 5,000 THB/day
・N2 level: Minimum wage of 7,000 THB/day
・N1 level: Minimum wage of 8,000 THB/day

4 If the Interpreter needs to work outside of business hours (work exceeds 8 hours per day or 4 hours in half a day), the overtime allowance shall be calculated based on the wages to be paid to the Interpreter under the Labor Protection Act.

5 If Client fails to make any payment hereunder by the payment due date, Client shall, to the fullest extent permitted by applicable law, accrue interest at the rate of 15% per annum of the outstanding amount, on a basis of 365 days, for the period from the following day of the payment due date up to and including the date of actual payment in full. In addition, Client shall compensate for all costs and damages incurred by Y LINK, including without limitation, dept recovery costs and attorneys’ fees.

Article 6 (Cancellation Policy)

If Client cancels the Service for reasons not attributable to Y LINK, Client shall pay a cancellation fee as listed in the table below. Also, if Client wishes to cancel the Service, Client shall notify Y LINK thereof in writing or by e-mail. This cancellation policy applies at the time when Y LINK receives such notification.

Article 7 (Prohibited Acts)

In the course of using the Service, Client shall not conduct any of the following acts:

1. acts that violate or are likely to violate any applicable laws or regulations, court’s judgments, decisions, or orders, or mandatory administrative measures;
2. acts that are or are likely to be against public orders and morals;
3. acts that infringe or are likely to infringe intellectual property rights, privacy rights, or other rights or benefits of Y LINK, or any third party;
4. acts of providing benefits to criminals, crime organizations, or members thereof through the Service;
5. act to solicit the Interpreter to be employed directly by the Client or to encourage the Interpreter to resign from Y LINK for the purpose without Y LINK’s prior written consent;
6. acts that are contrary to the purposes of these Terms or the objectives of the Service;
7. acts to, directly or indirectly, induce , solicit , or encourage any of the foregoing acts;
8. any other acts that Y LINK deems to be inappropriate.

Article 8 (Subcontracting)

Y LINK may, at its own responsibility, subcontract all or part of the Service to a third party. In such case, Y LINK shall be responsible for any acts of such third party in providing the Service.

Article 9 (Ownership of Rights)

1 Y LINK hereby agrees that any and all intellectual property rights (patent rights, utility model rights, design rights, trademark rights, copyrights (including, without limitation, translation, adaptation, and exploitation of a derivative work), and other intellectual property rights and the rights to register these rights) concerning the deliverables newly created by the Interpreter in providing the Service (hereinafter called the “Deliverables”) and any other rights belong to Client.

2 Client hereby accepts and agrees that Y LINK may use the Deliverables only for its own internal use (including reproduction, public transmission, lending, modification, translation, adaptation, and exploitation of a derivative work) for the purpose of analyzing and improving the Service.

Article 10 (Disclaimer of Warranty)

1 Y LINK disclaims any warranty, express, implied, or statutory, with respect to the Service, including, without limitation, any warranty of fitness for a particular purpose, benefit that Client expects, functionality, merchantability, usefulness, compatibility, completeness, accuracy, continuity, reliability, or utility, availability, accessibility, and legality, unless otherwise set forth in the Quotation.

2 Y LINK shall not be liable for any damage or loss incurred by Client due to any falsity, error, or omission in the information or materials provided by Client or any delay or failure to provide the information or materials from Client.

3 In the event of a dispute with any third party in connection with the use of the Service, Client shall, at its own responsibility and cost, resolve such dispute, and Y LINK shall bear no responsibility for any dispute.

Article 11 (Costs and Expenses)

1 Y LINK shall bear all costs and expenses incurred by Y LINK in connection with the provision of the Service, unless otherwise set forth in the Quotation.

2 Unless otherwise provided herein, each party hereto shall bear costs and expenses incurred by itself respectively in connection with the Service Agreement and any transaction contemplated thereby.

Article 12 (Handling of Personal Data)

Y LINK will handle any personal data (information that can directly or indirectly identify an alive individual as set forth in Thailand’s Personal Data Protection Act) that Y LINK receives from Client or collects upon Client’s use of the Service in accordance with the provisions of the Privacy Policy separately established by Y LINK; Client hereby agrees to such the handling of the personal data.

Article 13 (Confidentiality)

1 Y LINK shall maintain in confidence and safeguard all information which is disclosed by Client in connection with the Service Agreement (“Confidential Information”), with the due care of a prudent manager.

2 The obligations under this Article shall not apply to the following information:

1. information that has already been in the public domain or hereafter becomes public domain through no fault of the receiving party;
2. information that is already known to the receiving party at the time of disclosure;
3. information that has been legally obtained by the receiving party from a duly authorized third party without an obligation of confidentiality; and
4. information that has been independently developed by the receiving party.

3 Y LINK shall ensure that the Interpreter complies with the same obligation under this Article with regard to the Confidential Information disclosed by the Client.

Article 14 (Limitation of Liability)

1 Notwithstanding anything contained herein, shall Y LINK’s total liability on any claim, whether in contract, tort or otherwise, arising out of or in relation to the Service Agreement, in any case, exceeds the total amount of the Service Fee actually received by Y LINK from Client under the Service Agreement, except in cases of Y LINK’s willful misconduct or gross negligence.

2 Notwithstanding anything contained herein, Y LINK is in no event liable for any incidental, consequential, indirect, or special damages, including, without limitation, damages for loss of profit and punitive damages, even if Y LINK is notified of the possibility of such damages.

Article 15 (Force Majeure)

Y LINK is not liable for any delay or failure in the performance of any obligation under the Service Agreement in the event that such delay or failure is caused by force majeure, including but not limited to, acts of God, war, threat of war, warlike conditions, hostilities, mobilization for war, blockade, embargo, detention, revolution, riot, port congestion, looting, strike, lockout, plague or other epidemic, fire, typhoon, earthquake, flood or accident, or acts of governmental or quasi-governmental authorities or any political subdivision or department or agency thereof which is not attributable to Y LINK’s fault, or any shortage or curtailment of labor, material, transportation, or utility which is not attributable to Y LINK’s fault, or any labor trouble at the business place of Y LINK or Y LINK’s suppliers, or any other cause beyond the control of Y LINK(“Force Majeure”).

Article 16 (Termination)

1 If either party hereto breaches any provision of the Service Agreement, the non-breaching party may terminate the Service Agreement by serving written notice or e-mail specifying such breach on the breaching party at least 7 days prior to the effective date of termination; provided, however, if such breach is cured during the period as specified in such notice, the Service Agreement shall continue with the same force as if such notice has not been given.

2 Either party hereto may terminate the Service Agreement with immediate effect, by serving a written notice or e-mail on the other party, if any of the followings occurs on the other party; in such a case, the date of termination is the arrival date of the notice to the other party:

1. when the other party’s license and/or permission to operate its business is canceled or suspended by supervisory authorities;
2. when any note or draft issued by the other party is dishonored, or the other Party otherwise becomes unable to make payments for its dept ;
3. when the property of the other party becomes subject to attachment, provisional attachment, provisional disposition, disposition by public sale, disposition for failure to pay taxes, or any other similar disposition by a public authority;
4. when the other party files a petition or has a petition filed against it by any person for bankruptcy, corporate rehabilitation, or any other relief under the Bankruptcy Act;
5. when a merger, partition of business, transfer of the whole or any substantial part of business or assets, or other fundamental change of business structure, or change of control occurs to the other party;
6. when a resolution for the dissolution is adopted at the general meeting of shareholders; or
7. when the other party commits a material breach of the Service Agreement which is considered to impair the relationship of mutual trust between the parties.

3 Any payment obligations that the terminated party owes the other terminating party becomes immediately due and payable when one or more of the events as provided for in the preceding two paragraphs occur.

Article 17 (Notice)

1 Unless otherwise provided herein, Y LINK may give Client a notice or any other communications from Y LINK concerning the Service by posting it on the Service, the website operated by Y LINK, by email, or in other manners specified by Y LINK.

2 Unless otherwise provided herein, Client shall give Y LINK a notice, inquiry, and other communications relating to the Service in other manners specified by Y LINK.

3 Business hours or other details such as the support to be provided by Y LINK in relation to the Service shall be separately specified by Y LINK.

Article 18 (No Assignment)

1 In no event may Client sell, assign, or otherwise, by merger or by corporate split, transfer, pledge as collateral, or otherwise encumber, or dispose of, the Service Agreement or any right or obligation under the Service Agreement, in whole or in part, to any third party without Y LINK’s prior written consent. Any attempt to do so in contravention of this Article is void and of no force and effect.

2 Client hereby agrees that if Y LINK assigns or transfers Y LINK business in relation to the Service to a third party (hereinafter referred to as the “Business Transfer”), Y LINK may transfer any and all of Y LINK’s titles, rights, and obligations under the Service Agreement and all information obtained by Y LINK in relation to the Service to the third party. For the avoidance of doubt, the Business Transfer includes the comprehensive succession due to the merger, company split, or other corporate rehabilitation in which Y LINK becomes a disappearing company or a splitting company.

Article 19 (Severability)

If any provision of these Terms conflicts with laws in any jurisdiction in where the Service Agreement is executed or is deemed invalid or unenforceable to any parties, such provision is deemed null and void; however, these Terms shall remain in force in all other respects.

Article 20 (Language)

These Terms are drawn up in the English language. These Terms may be translated into any language other than English; provided, however, the English text shall prevail in any event.

Article 21 (Governing law and jurisdiction)

1 The Service Agreement is governed and construed in accordance with the laws of Thailand, without regard to its conflict of law rules.

2 Y LINK and Client hereby consent to and confer the exclusive jurisdiction upon the court located in Bangkok over all actions arising out of or relating to the Service Agreement.

Revised on March 1, 2024

These Terms ( “these Terms”) set forth the conditions for the use of Y LINK Online Interpreting Service (“Service”) to be provided to Client (“Client”) by Y LINK Co., Ltd. (“Y LINK”).

Article 1 (General Provisions)

1 These Terms set forth the conditions for the use of the Service and form a binding agreement in relation to the use of the Service (Service Agreement”) between Client and Y LINK a corporation organized and existing under the laws of Thailand, having its head office at 2 JASMINE BUILDING, 12th Floor, Soi Prasarnmitr (Sukhumvit 23), Sukhumvit Road, North Klongtoey, Wattana, Bangkok 10110.

2 Client shall comply with these Terms in using the Service.

3 If an individual who belongs to a certain organization　(including legal entities) applies for and uses the Service on behalf of such organization, the individual is deemed to have the authority to consent to these Terms and execute the Service Agreement with Y LINK on behalf of the organization; in such a case, the organization is a party to the Service Agreement and shall comply with these Terms

Article 2 (Formation of the Service Agreement)

1 The Service Agreement between Client and Y LINK becomes effective at the time when Client notifies Y LINK of Client’s acceptance of the Service as described in the quotation presented by Y LINK (“Quotation”). The Service Agreement shall be in accordance with the descriptions in the Quotation and the provisions of these Terms, and Client is deemed to have agreed to these Terms when Client submits the Quotation to Y LINK.

2 If there is any error or change in the information in Client’s application for the Service that Client has provided to Y Link ( “Registered Information”), Client shall, at its own responsibility, notify Y LINK of such error or change in the manner specified by Y LINK. Client shall be solely responsible for any loss or damage incurred due to any falsity, error, or omission, or failure of change in the Registered Information; Y LINK is not liable in any way for such loss or damage.

Article 3 (Contents of Service)

1 Y LINK shall provide the Client with the Service through internet in accordance with the works and conditions as specified in the Quotation. Client hereby acknowledges and agrees that Y LINK does not undertake any obligation to prepare and deliver any specific deliverables in the Service.

2 Client shall, at its own responsibility and cost, prepare the necessary equipment and materials, such as web conferencing tools, for the use of the Service

3 If Client needs Y LINK to provide the Service that exceeds the service time as specified in the Quotation, Client shall obtain Y LINK’s prior consent.

Article 4 (Interpreter)

1 Y LINK shall, at its sole discretion, appoint an appropriate interpreter with the necessary skills to perform the work specified in the Quotation (“Interpreter”) as the person in charge of the work.

2 If the Client determines that the Interpreter does not have the skills necessary to perform the work as provided for in the preceding paragraph, the Client shall notify Y LINK thereof in writing or by e-mail. In such a case, Y LINK shall consult with the Client on how to handle the work.

Article 5 (Service Fee)

1 Client shall pay a fee for the Service (“Service Fee”) to Y LINK in accordance with the amount, , payment due date, and other conditions as specified in the Quotation. Client shall bear any bank charge accordingly.

2 The rate of the Service Fee is as follows:
・60 minutes: Minimum amount of 2,000 THB
・Pre meeting: Minimum amount of 500 THB

*The Pre-meeting will be held 30 minutes or the day before the start of the Service.

3  If Client fails to make any payment hereunder by the payment due date, Client shall, to the fullest extent permitted by applicable law, accrue interest at the rate of 15% per annum of the outstanding amount, on a basis of 365 days, for the period from the following day of the payment due date up to and including the date of actual payment in full. In addition, Client shall compensate for all costs and damages incurred by Y LINK, including, without limitation, dept recovery costs and attorneys’ fees.

Article 6 (Cancellation Policy)

If Client cancels the Service for reasons not attributable to Y LINK, Client shall pay a cancellation fee as listed in the table below. Also, if Client wishes to cancel the Service, Client shall notify Y LINK thereof in writing or by e-mail. This cancellation policy shall apply at the time when Y LINK receives such notification.

Article 7 (Prohibited Acts)

In the course of using the Service, Client shall not conduct any of the following acts:

1. acts that violate or are likely to violate any applicable laws or regulations, court’s judgments, decisions, or orders, or mandatory administrative measures;
2. acts that are or are likely to be against public orders and morals;
3. acts that infringe or are likely to infringe intellectual property rights, privacy rights, or other rights or benefits of Y LINK, or any third party;
4. acts of providing benefits to criminals, crime organizations, or members thereof through the Service;
5. act to solicit the Interpreter to be employed directly by the Client or encourage the Interpreter to resign from Y LINK for that purpose without Y LINK’s prior written consent;
6. acts that are contrary to the purposes of these Terms or the objectives of the Service;
7. acts to, directly or indirectly induce, solicit, or encourage any of the foregoing acts;
8. any other acts that Y LINK deems to be inappropriate.

Article 8 (Subcontracting)

Y LINK may, at its own responsibility, subcontract all or part of the Service to a third party. In such a case, Y LINK shall be responsible for any acts of such third party in providing the Service.

Article 9 (Ownership of Rights)

1 Y LINK hereby agrees that any and all intellectual property rights (patent rights, utility model rights, design rights, trademark rights, copyrights (including, without limitation, translation, adaptation, and exploitation of a derivative work), and other intellectual property rights and the rights to register these rights) concerning the deliverables newly created by the Interpreter in providing the Service (“Deliverables”) and any other rights belong to Client.

2 Client hereby accepts and agrees that Y LINK may use the Deliverables only for its own internal use (including reproduction, public transmission, lending, modification, translation, adaptation, and exploitation of a derivative work) for the purpose of analyzing and improving the Service.

Article 10 (Disclaimer of Warranty)

1 Y LINK disclaims any warranty, express, implied, or statutory, with respect to the Service, including, without limitation, any warranty of fitness for a particular purpose, benefit that Client expects, functionality, merchantability, usefulness, compatibility, completeness, accuracy, continuity, reliability, or utility, availability, accessibility, and legality, unless otherwise set forth in the Quotation.

2 Y LINK shall not be liable for any damage or loss incurred by Client due to any falsity, error, or omission in the information or materials provided by Client or any delay or failure to provide the information or materials from Client.

3 In the event of a dispute with any third party in connection with the use of the Service, Client shall, it at its own cost and responsibility, resolve such disputes, and Y LINK shall bear no responsibility for any dispute.

Article 11 (Costs and Expenses)

1 Y LINK shall bear all costs and expenses incurred by Y LINK in connection with the provision of the Service, unless otherwise set forth in the Quotation.

2 Unless otherwise provided herein, each party hereto shall bear costs and expenses incurred by itself respectively in connection with the Service Agreement and any transaction contemplated thereby.

Article 12 (Handling of Personal Data)

Y LINK will handle any personal data (information that can directly or indirectly identify an alive individual as set forth in Thailand’s Personal Data Protection Act that Y LINK receives from Client or collects upon Client’s use of the Service in accordance with the provisions of the Privacy Policy separately established by Y LINK; Client hereby agrees to such the handling of the personal data.

Article 13 (Confidentiality)

1 Y LINK shall maintain in confidence and safeguard all information which is disclosed by Client in connection with the Service Agreement (“Confidential Information”), with the due care of a prudent manager.

2 The obligations under this Article shall not apply to the following information:

1. information that has already been in the public domain or hereafter becomes public domain through no fault of the receiving party;
2. information that is already known to the receiving party at the time of disclosure;
3. information that has been legally obtained by the receiving party from a duly authorized third party without an obligation of confidentiality; and.
4. Information that has been independently developed by the receiving party.

3 Y LINK shall ensure that the Interpreter complies with the same obligation under this Article with regard to the Confidential Information disclosed by the Client.

Article 14 (Limitation of Liability)

1 Notwithstanding anything contained herein, shall Y LINK’s total liability on any claim, whether in contract, tort or otherwise, arising out of or in relation to the Service Agreement, in any case, exceeds the total amount of the Service Fee actually received by Y LINK from Client under the Service Agreement, except in cases of Y LINK’s willful misconduct or gross negligence.

2 Notwithstanding anything contained herein, Y LINK is in no event liable for any incidental, consequential, indirect, or special damages, including, without limitation, damages for loss of profit and punitive damages, even if Y LINK is notified of the possibility of such damages.

Article 15 (Force Majeure)

Y LINK is not liable for any delay or failure in the performance of any obligation under the Service Agreement in the event that such delay or failure is caused by force majeure, including but not limited to, acts of God, war, threat of war, warlike conditions, hostilities, mobilization for war, blockade, embargo, detention, revolution, riot, port congestion, looting,
strike, lockout, plague or other epidemic, fire, typhoon, earthquake, flood or accident, or acts of governmental or quasi-governmental authorities or any political subdivision or department or agency thereof which is not attributable to Y LINK’s fault, or any shortage or curtailment of labor, material, transportation, or utility which is not attributable to Y LINK’s fault, or any labor trouble at the business place of Y LINK or Y LINK’s suppliers, or any other cause beyond the control of Y LINK (“Force Majeure”).

Article 16 (Termination)

1 If either party hereto breaches any provision of the Service Agreement, the non-breaching party may terminate the Service Agreement by serving written notice or e-mail specifying such breach on the breaching Party by the day before the effective date of termination; provided, however, if such breach is cured during the period as specified in such notice, the Service Agreement shall continue with the same force as if such notice has not been given.

2 Either party hereto may terminate the Service Agreement with immediate effect, by serving a written notice or e-mail on the other party, if any of the followings occurs on the other party; in such a case, the date of termination is the arrival date of the notice to the other party:

1. when the other party’s license and/or permission to operate its business is canceled or suspended by supervisory authorities;
2. when any note or draft issued by the other party is dishonored, or the other party otherwise becomes unable to make payments for its dept;
3. when the property of the other party becomes subject to attachment, provisional attachment, provisional disposition, disposition by public sale, disposition for failure to pay taxes, or any other similar disposition by a public authority;
4. when the other party files a petition or has a petition filed against it by any person for bankruptcy, corporate rehabilitation, or any other relief under the Bankruptcy Act;
5. when a merger, partition of business, transfer of the whole or any substantial part of business or assets, or other fundamental change of business structure, or change of control occurs to the other party;
6. when a resolution for the dissolution is adopted at the general meeting of shareholders; or
7. when the other party commits a material breach of the Service Agreement which is considered to impair the relationship of mutual trust between the parties.

3 Any payment obligations that the terminated party owes the other terminating party becomes immediately due and payable when one or more of the events as provided for in the preceding two paragraphs occur.

Article 17 (Notice)

1 Unless otherwise provided herein, Y LINK may give Client a notice or any other communications from Y LINK concerning the Service by posting it on the Service, the website operated by Y LINK, by email, or in other manners specified by Y LINK.

2 Unless otherwise provided herein, Client shall give Y LINK a notice, inquiry, and other communications relating to the Service in other manners specified by Y LINK.

3 Business hours or other details such as the support to be provided by Y LINK in relation to the Service shall be separately specified by Y LINK.

Article 18 (No Assignment)

1 In no event may Client sell, assign, or otherwise, by merger or by corporate split, transfer, pledge as collateral o, or otherwise encumber, or dispose of, the Service Agreement or any right or obligation under the Service Agreement, in whole or in part, to any third party without Y LINK’s prior written consent. Any attempt to do so in contravention of this Article is void and of no force and effect.

2 Client hereby agrees that if Y LINK assigns or transfers Y LINK business in relation to the Service to a third party (“Business Transfer”), Y LINK may transfer any and all of Y LINK’s titles, rights, and obligations under the Service Agreement and all information obtained by Y LINK in relation to the Service to the third party. For the avoidance of doubt, the Business Transfer includes the comprehensive succession due to the merger, company split, or other corporate rehabilitation in which Y LINK becomes a disappearing company or a splitting company.

Article 19 (Severability)

If any provision of these Terms conflicts with laws in any jurisdiction in where the Service Agreement is executed, or is deemed invalid or unenforceable to any parties, such provision is deemed null and void; however, these Terms shall remain in force in all other respects.

Article 20 (Language)

These Terms are drawn up in the English language. These Terms may be translated into any language other than English; provided, however, the English text shall prevail in any event.

Article 21 (Governing law and jurisdiction)

1 The Service Agreement is governed and construed in accordance with the laws of Thailand, without regard to its conflict of law rules.

2 Y LINK and Client hereby consent to and confer the exclusive jurisdiction upon the court located in Bangkok over all actions arising out of or relating to the Service Agreement.

Revised on March 1, 2024

These Terms (these Terms”) set forth the conditions for the use of the Y LINK Short-Term Dispatch Service (Service”) to be provided to Client (“Client”) by Y LINK Co., Ltd. (Y LINK”).

Article 1 (General Provisions)

1 These Terms set forth the conditions for the use of the Service and form a binding agreement in relation to the use of the Service (“Service Agreement”) between Client and Y LINK a corporation organized and existing under the laws of Thailand, having its head office at 2 JASMINE BUILDING, 12th Floor, Soi Prasarnmitr (Sukhumvit 23), Sukhumvit Road, North Klongtoey, Wattana, Bangkok 10110.

2 Client shall comply with these Terms in using the Service.

3 If an individual who belongs to a certain organization (including legal entities) applies for and uses the Service on behalf of the organization, the individual is deemed to have the authority to consent to these Terms and execute the Service Agreement with Y LINK on behalf of such organization; in such a case, the organization is a party to the Service Agreement and shall comply with these Terms.

Article 2 (Formation of the Service Agreement)

1 The Service Agreement between Client and Y LINK becomes effective at the time when Client notifies Y LINK of Client’s acceptance of the Service described in the quotation presented by Y LINK (“Quotation”). The Service Agreement shall be in accordance with the descriptions in the Quotation and the provisions of these Terms, and Client is deemed to have agreed to these Terms when Client submits the Quotation to Y LINK.

2 If there is any error or change in the information in Client’s application for the Service that Client has provided to Y Link (“Registered Information”), Client shall, at its own responsibility, notify Y LINK of such error or change in the manner specified by Y LINK Client shall be solely responsible for any loss or damage incurred due to any falsity, error, or omission, or failure of change in the Registered Information; Y LINK is not liable in any way for such loss or damage.

Article 3 (Contents of Service)

1 Y LINK shall provide the Client with the Service in accordance with the works and conditions as specified in the Quotation. Client hereby acknowledges and agrees that Y LINK does not undertake any obligation to prepare and deliver any specific deliverables in the Service.

2 Client shall, at its own responsibility and cost, prepare the necessary equipment and materials for the use of the Service.

3 If Client needs Y LINK to provide the Service that exceeds the service time as specified in the Quotation, Client shall obtain Y LINK’s prior consent.

Article 4 (Person in Charge)

1 Y LINK shall, at its sole discretion, appoint an appropriate person in charge with the necessary skills to perform the work as specified in the Quotation (“PIC”) as the person in charge of the work.

2 If Client determines that the PIC does not have the skills necessary to perform the work as provided for in in the preceding paragraph, Client shall notify Y LINK thereof in writing or by e-mail. In such a case, Y LINK shall consult with the Client on how to handle the work.

Article 5 (Service Fee)

1 Client shall pay a fee for the Service (“Service Fee”) to Y LINK in accordance with the amount, payment due date, and other conditions as specified in the Quotation. Client shall bear any bank charge accordingly.

2 The Service Fee shall include the wages to be paid to the PIC, 20% of the service charge for the Service (20% of the wages to be paid to the PIC), travel expenses and accommodation fee when required due to the location of the workplace, other necessary expenses, and overtime fees if any, and further, 7% of VAT is added to the Service Fee.

3  The rate of the wage to be paid to the PIC shall be 700 THB a day at the minimum by taking into account the PIC’s language level which is necessary to perform its duty, performance of the work, and others.

4 If the PIC needs to work outside of business hours (work exceeds 8 hours per day or 4 hours in half a day), the overtime allowance shall be calculated based on the wages to be paid to PIC under the Labor Protection Act.

5 If Client fails to make any payment hereunder by the payment due date, Client shall, to the fullest extent permitted by applicable law, accrue interest at the rate of 15% per annum on the outstanding amount, on a basis of 365 days, for the period from the following day of the payment due date up to and including the date of actual payment in full. In addition, Client shall compensate for all costs and damages incurred by Y LINK, including without limitation, dept recovery costs and attorneys’ fees.

Article 6 (Cancellation Policy)

If Client cancels the Service for reasons not attributable to Y LINK, Client shall pay a cancellation fee as listed in the table below. Also, if Client wishes to cancel the Service, Client shall notify Y LINK thereof in writing or by e-mail. This cancellation policy shall apply at the time when Y LINK receives such notification.

Article 7 (Prohibited Acts)

In the course of using the Service, Client shall not conduct any of the following acts:

1. acts that violate or are likely to violate any applicable laws or regulations, court’s judgments, decisions, or orders, or mandatory administrative measures;
2. acts that are or are likely to be against public orders and morals;
3. acts that infringe or are likely to infringe intellectual property rights, privacy rights, or other rights or benefits of Y LINK, or any third party;
4. acts of providing benefits to criminals, crime organizations, or members thereof through the Service;
5. act to solicit a PIC to be employed directly by Client or to encourage PIC to resign from Y LINK for that purpose without Y LINK’s prior written consent;
6. acts that are contrary to the purposes of these Terms or the objectives of the Service;
7. acts to, directly or indirectly, induce, solicit, or encourage any of the foregoing acts; and
8. any other acts that Y LINK deems to be inappropriate.

Article 8 (Subcontracting)

Y LINK may, at its own responsibility, subcontract all or part of the Service to a third party. In such a case, Y LINK shall be responsible for any acts of such third party in providing the Service.

Article 9 (Ownership of Rights)

1 Y LINK hereby agrees that any and all intellectual property rights (patent rights, utility model rights, design rights, trademark rights, copyrights (including, without limitation, translation, adaptation, and exploitation of a derivative work), and other intellectual property rights, and the rights to register these rights) concerning the deliverables newly created by the PIC in providing the Service ( “Deliverables”) and any other rights belong to Client.

2 Client hereby accepts and agrees that Y LINK may use the Deliverables only for its own internal use (including reproduction, public transmission, lending, modification, translation, adaptation, and exploitation of a derivative work) for the purpose of analyzing and improving the Service.

Article 10 (Disclaimer of Warranty)

1 Y LINK disclaims any warranty, express, implied, or statutory, with respect to the Service, including, without limitation, any warranty of fitness for a particular purpose, benefit that Client expects, functionality, merchantability, usefulness, compatibility, completeness, accuracy, continuity, reliability, or utility, availability, accessibility, and legality, unless otherwise set forth in the Quotation.

2 Y LINK shall not be liable for any damage or loss incurred by Client due to any falsity, error, or omission in the information or materials provided by Client or any delay or failure to provide the necessary information or materials from Client.

3 In the event of a dispute with any third party in connection with the use of the Service, Client shall, at its own responsibility and cost, resolve such dispute, and Y LINK shall bear no responsibility for any dispute.

Article 11 (Costs and Expenses)

1 Y LINK shall bear all costs and expenses incurred by Y LINK in connection with the provision of the Service, unless otherwise set forth in the Quotation.

2 Unless otherwise provided herein, each party hereto shall bear costs and expenses incurred by itself respectively in connection with the Service Agreement and any transaction contemplated thereby.

Article 12 (Handling of Personal Data)

Y LINK will handle any personal data (information that can directly or indirectly identify an alive individual as set forth in Thailand’s Personal Data Protection Act) that Y LINK receives from Client or collects upon Client’s use of the Service in accordance with the provisions of the Privacy Policy separately established by Y LINK; Client hereby agrees to such the handling of personal data.

Article 13 (Confidentiality)

1 Y LINK shall maintain in confidence and safeguard all information which is disclosed by Client in connection with this Service Agreement (“Confidential Information”), with the due care of a prudent manager.

2 The obligations under this Article shall not apply to the following information:

1. information that has already been in the public domain or hereafter becomes public domain through no fault of the receiving party;
2. information that is already known to the receiving party at the time of disclosure;
3. information that has been legally obtained by the receiving party from a duly authorized third party without an obligation of confidentiality; and
4. information that has been independently developed by the receiving party.

3 Y LINK shall ensure that the PIC complies with the same obligation under this Article with regard to the Confidential Information disclosed by the Client.

Article 14 (Limitation of Liability)

1 Notwithstanding anything contained herein, shall Y LINK’s total liability on any claim, whether in contract, tort or otherwise, arising out of or in relation to the Service Agreement, in any event, exceeds the total amount of the Service Fee actually received by Y LINK from Client under the Service Agreement, except in cases of Y LINK’s willful misconduct or gross negligence.

2 Notwithstanding anything contained herein, Y LINK is in no event liable for any incidental, consequential, indirect, or special damages, including, without limitation, damages for loss of profit and punitive damages, even if Y LINK is notified of the possibility of such damages.

Article 15 (Force Majeure)

Y LINK is not liable for any delay or failure in the performance of any obligation under the Service Agreement in the event that such delay or failure is caused by force majeure, including but not limited to, acts of God, war, threat of war, warlike conditions, hostilities, mobilization for war, blockade, embargo, detention, revolution, riot, port congestion, looting, strike, lockout, plague or other epidemic, fire, typhoon, earthquake, flood or accident, or acts of governmental or quasi-governmental authorities or any political subdivision or department or agency thereof which is not attributable to Y LINK fault, or any shortage or curtailment of labor, material, transportation, or utility which is not attributable to Y LINK fault, or any labor trouble at the place of Y LINK business or Y LINK suppliers, or any other cause beyond the control of Y LINK　(“Force Majeure” ).

Article 16 (Termination)

1 If either party hereto breaches any provision of the Service Agreement, the non-breaching party may terminate the Service Agreement by serving written notice or e-mail specifying such breach on the breaching party at least 7 days prior to the effective date of termination; provided, however, if such breach is cured during the period as specified in such notice, the Service Agreement shall continue with the same force as if such notice has not been given.

2 Either party hereto may terminate the Service Agreement with immediate effect, by serving a written notice or e-mail on the other party, if any of the followings occurs on the other party; in such a case, the date of termination is the arrival date of the notice to the other party:

1. when the other party’s license and/or permission to operate its business is canceled or suspended by supervisory authorities;
2. when any note or draft issued by the other party is dishonored, or the other party otherwise becomes unable to make payments for its dept;
3. when the property of the other party becomes subject to attachment, provisional attachment, provisional disposition, disposition by public sale, disposition for failure to pay taxes, or any other similar disposition by a public authority;
4. when the other party files a petition or has a petition filed against it by any person for bankruptcy, corporate rehabilitation, or any other relief under the Bankruptcy Act ;
5. when a merger, partition of business, transfer of the whole or any substantial part of business or assets, or other fundamental change of business structure, or change of control occurs to the other party;
6. when a resolution for the dissolution is adopted by the general meeting of shareholders; or
7. when the other party commits a material breach of the Service Agreement which is considered to impair the relationship of mutual trust between the parties.

3 Any payment obligations that the terminated party owes the other terminating party becomes immediately due and payable when one or more of the events as provided for in the preceding two paragraphs occur.

Article 17 (Notice)

1 Unless otherwise provided herein, Y LINK may give Client a notice or any other communications from Y LINK concerning the Service by posting it on the Service, the website operated by Y LINK, by email, or in other manners specified by Y LINK.

2 Unless otherwise provided herein, Client shall give Y LINK a notice, inquiry, and other communications relating to the Service in other manners specified by Y LINK.

3 Business hours or other details such as the support to be provided by Y LINK in relation to the Service shall be separately specified by Y LINK.

Article 18 (No Assignment)

1 In no event may Client sell, assign, or otherwise, by merger or by company split, transfer, pledge as collateral, or otherwise encumber, or dispose of, the Service Agreement or any right or obligation under the Service Agreement, in whole or in part, to any third party without Y LINK’s prior written consent. Any attempt to do so in contravention of this Article is void and of no force and effect.

2 Client hereby agrees that if Y LINK assigns or transfers Y LINK business in relation to the Service to a third party (“Business Transfer”), Y LINK may transfer any and all of Y LINK titles, rights, and obligations under the Service Agreement and all information obtained by Y LINK in relation to the Service to the third party. For the avoidance of doubt, the Business Transfer includes the comprehensive succession due to the merger, company split, or other corporate rehabilitation in which Y LINK becomes a disappearing company or a splitting company.

Article 19 (Severability)

If any provision of these Terms conflicts with laws in any jurisdiction in where the Service Agreement is executed or is deemed invalid or unenforceable to any parties such provision is deemed null and void; however, these Terms shall remain in force in all other respects.

Article 20 (Language)

These Terms are drawn up in the English language. These Terms may be translated into any language other than English; provided, however, the English text prevails in any event.

Article 21 (Governing law and jurisdiction)

1 The Service Agreement is governed and construed in accordance with the laws of Thailand, without regard to its conflict of law rules.

2 Y LINK and Client hereby consent to and confer the exclusive jurisdiction upon the court located in Bangkok over all actions arising out of or relating to the Service Agreement.

Revised on March 1, 2024