TMS Terms of Service

Effective date: Last updated:

This is a translation of the Thai original. If the two versions conflict, the Thai version governs.

1. What this agreement is, and who it binds

These Terms of Service (the "Terms") form a contract between:

, company registration number , registered office at ("we", "us", the "Provider")

and

the legal entity or person who subscribes to the service and creates an organization in the system (the "Customer"), together with everyone the Customer invites into that organization — administrators, dispatchers, drivers and vehicle assistants (each a "User").

By registering, accessing the system, or using the driver application, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, please do not use the service.

If you are acting on behalf of a legal entity, you warrant that you have authority to bind that entity, and "you" in these Terms includes that entity.

2. The service we provide

TMS is a Software-as-a-Service platform for managing transport operations. It consists of:

A web application for the back office — managing work orders, customers, pickup and delivery points, items, vehicles, drivers, dispatch plans, freight charges, and reports.
A mobile application for drivers — receiving assigned work, checking vehicles in and out, recording odometer readings, photographing proof of pickup and delivery, capturing recipient signatures, reporting delivery issues, and viewing monthly earnings summaries.

2.1 We are a software provider, not a transport operator

This clause matters. Please read it carefully.

We provide software tools only. We are not a transport operator under the Land Transport Act B.E. 2522, we are not a party to any carriage contract, we do not employ your drivers, we do not own or control any vehicle, and we are not your agent, broker, or joint venturer.

The following remain entirely the Customer's responsibility:

Obtaining and maintaining transport operating licences and permits
Verifying that drivers hold valid, unexpired driving licences
Compliance with labour law, driving hours, and rest periods
Vehicle roadworthiness and insurance
Loss of, damage to, or delay of transported goods
Taxes and accounting documents relating to your transport operations

Figures the system calculates — distances, detours, load weight, volume, freight charges, driver pay — are estimates to support your decisions. You must verify them before relying on them for financial, accounting, or legal purposes.

3. Accounts and organizations

3.1 Registration and approval

You may register with an email address and password, or through a Google or LINE account. Creating a new organization requires our review and approval. We may request supporting documents, such as a company affidavit or VAT registration certificate, to verify identity.

We reserve the right to reject an organization request, stating our reasons, and to suspend an approved organization if we later find that the information provided was inaccurate or false.

3.2 Your information must be accurate and current

You must provide accurate, complete information and keep it up to date — particularly driving licence numbers, licence expiry dates, and payment account details.

3.3 Account security

You are responsible for keeping your password, OTP codes, and organization invitation codes confidential. Any action taken through your account is deemed to be your action, unless you can show it resulted from a failure of our system.

If you suspect unauthorised use of your account, notify us immediately at .

3.4 Roles and permissions

Your organization's administrator decides who can access which data, through the roles and permissions system. You are responsible for permission management within your own organization, including revoking access when staff leave or change duties. We have no way of knowing who inside your organization should see what.

3.5 User seats

Each organization has a user limit set by its agreed plan. Contact us if you need more.

3.6 Minimum age

This service is for business use. Users must be at least 18 years old or otherwise of legal age. The system is not designed for minors and we do not intend to collect minors' data.

4. Fees, term, and renewal

4.1 Fees

Fees, billing cycles, and payment terms follow the quotation or order form agreed in writing. Quoted prices exclude VAT and other applicable taxes unless stated otherwise.

4.2 Withholding tax

Where law requires you to withhold tax, you must provide us with the withholding tax certificate within the statutory period.

4.3 Late payment

Your organization carries an expiry date in the system. If payment is not received when due, we may suspend access after at least 15 days' prior notice. Suspension does not extinguish outstanding fees.

4.4 Refunds

Fees paid are non-refundable, except where we fail to provide the service through our own fault for an unreasonably prolonged period, or where law requires otherwise.

5. Customer data

5.1 Your data stays yours

All data you and your Users enter into or generate in the system ("Customer Data") — your customers, work orders, pickup and delivery points, proof photographs, recipient signatures, employee records — remains yours. We claim no ownership over it.

5.2 The rights you grant us

You grant us the right to access, process, store, back up, and transmit Customer Data solely as necessary to provide the service under these Terms and to follow your instructions. We do not sell, rent, or trade Customer Data with third parties for marketing purposes.

5.3 Personal data and the roles of each party

For personal data relating to your end customers, consignees, drivers, and Users that you enter into the system, you are the Data Controller and we are the Data Processor under the Personal Data Protection Act B.E. 2562 ("PDPA").

The rights and obligations of both parties are set out in the Data Processing Agreement, which forms part of these Terms.

You warrant that you have a valid legal basis for collecting and submitting that personal data, and that you have given data subjects the notice the law requires. This matters especially for driver location coordinates, proof photographs, and recipient signatures.

5.4 Anonymised and aggregated data

We may anonymise and aggregate usage data to analyse and improve the service. Such data must not be capable of being traced back to you, your Users, or your customers.

5.5 Data export

The system provides export functions for principal data in commonly readable formats. On termination you have 30 days to export your data. After that period we delete Customer Data as set out in the Data Processing Agreement.

6. Prohibited conduct

You and your Users must not:

Use the service for unlawful purposes, or to transport unlawful goods.
Enter other people's personal data into the system without a valid legal basis.
Upload malware, or content that infringes the rights of others.
Attempt to access another organization's data, hack the system, conduct penetration testing without our written permission, or circumvent security measures.
Reverse engineer, decompile, or attempt to access the source code, except where law expressly permits.
Use automated tools to extract data at scale, or place an unreasonable load on the system that affects other users. (Rate limiting is already in place.)
Sublicense, resell, or allow third parties to use the service without our written consent.
Create false proof of delivery — photographing something that does not reflect reality, forging a recipient's signature, or falsifying location or odometer data.
Use the service to track any individual's location where that individual is unaware of it and there is no legal basis for it.

Breaches of clauses 8 and 9 are serious, because they undermine both the evidential value of the records and the rights of third parties. We may suspend the account immediately without prior notice.

7. Proof of delivery and electronic signatures

The system records operational evidence: pickup photographs, delivery photographs, odometer photographs, and recipient signatures, each stamped with the time and, where available, the location at the moment of capture.

Signatures captured through the system are electronic signatures under the Electronic Transactions Act B.E. 2544. The parties agree that such signatures bind in the same way as handwritten signatures, to the extent the law recognises.

Points to be aware of, reflecting how the system actually behaves:

Coordinates are recorded only if the device grants location access and a fix succeeds. A missing coordinate does not block a job from being completed — this is deliberate, because deliveries must proceed even where signal is poor.
Accordingly, the absence of a coordinate on one piece of evidence does not mean that evidence is false, and the presence of one does not by itself guarantee authenticity.
We provide storage and presentation of the evidence. We do not certify the truth of its contents, which depends principally on the person recording it.

8. Intellectual property

The software, user interface, documentation, trade marks, and all elements of the service are the intellectual property of us or our licensors.

We grant you a non-exclusive, non-transferable, non-sublicensable, revocable right to use the service for your own business for the term of the agreement. All rights not expressly granted are reserved.

If you give us feedback or suggestions for improving the service, we may use them without obligation or payment.

9. Availability, interruption, and change

9.1 Availability

We will use commercially reasonable efforts to keep the service available. We do not warrant that the service will be uninterrupted or error-free, unless a separate written Service Level Agreement says otherwise.

9.2 Maintenance

We may suspend the service temporarily for maintenance or improvement. For planned maintenance we will give reasonable notice. For urgent security matters we may act immediately and notify you afterwards.

9.3 Third-party dependencies

The service relies on third parties — cloud providers, mapping providers, SMS and email providers, and login providers (listed in the Privacy Policy). If those services fail, parts of the service may be affected. This is outside our control.

9.4 Feature changes

We may add, change, or discontinue features. Where we discontinue a core feature in a way that materially affects your use, we will give at least 30 days' notice.

10. Warranties and disclaimers

To the maximum extent permitted by law, the service is provided "as is" and "as available". We make no warranty, express or implied, as to fitness for a particular purpose, merchantability, accuracy of outputs, or non-infringement of third-party rights.

These disclaimers do not exclude rights that law grants and does not allow to be excluded.

11. Limitation of liability

Note for reviewing counsel: this clause requires review by Thai counsel. Thai courts may decline to enforce unfair limitations of liability, particularly under the Unfair Contract Terms Act B.E. 2540.

11.1 Excluded losses

To the extent permitted by law, we are not liable for:

Loss of profit, revenue, business opportunity, or goodwill
Indirect, consequential, or unforeseeable loss
Loss of or damage to transported goods, accidents, or transport delays
Acts or omissions of your drivers, your end customers, or your third parties
Data loss arising from your failure to maintain your own backups

11.2 Liability cap

Our aggregate liability to you, whether in contract, tort, or otherwise, will not exceed the fees you actually paid us in the twelve (12) months preceding the event giving rise to the claim.

11.3 Exceptions to the cap

The cap in clause 11.2 does not apply to:

Liability arising from our wilful misconduct or gross negligence
Liability for death or personal injury
Liability that law does not permit to be limited

12. Indemnity

You agree to indemnify and defend us against third-party claims arising from:

Your entering personal data into the system without a valid legal basis, or without giving data subjects the notice the law requires
Your use of the service in breach of these Terms or applicable law
Disputes between you and your employees, customers, or partners concerning transport work

We will notify you of any such claim without undue delay and cooperate reasonably.

13. Confidentiality

Each party agrees to keep the other's confidential information confidential, to use it only for performing this agreement, and to disclose it only to employees or contractors who need to know and who are bound by equivalent confidentiality obligations.

This does not apply to information already public, information lawfully known beforehand, or information required to be disclosed by a court or competent authority — in which case the compelled party must give prior notice to the other as far as law permits.

These obligations continue for 3 years after termination.

14. Suspension and termination

14.1 Your right to terminate

You may terminate on at least 30 days' notice. Prepaid fees are handled under clause 4.4.

14.2 Our right to suspend or terminate

We may suspend or terminate where:

You are more than 30 days late in paying fees
You materially breach clause 6
We reasonably believe your use creates a security risk to the system or other users
A court or competent authority so orders

Except in urgent security cases or where law compels immediate action, we will notify you and allow at least 15 days to remedy before acting.

14.3 Effect of termination

Access ends. You have 30 days to export data under clause 5.5. Clauses 5.1, 8, 11, 12, 13, and 16 survive termination.

15. Changes to these Terms

We may amend these Terms. For material changes affecting your rights, we will give at least 30 days' notice by email or in-system notification.

If you do not accept the change, you may terminate before it takes effect, and we will refund the unused portion of prepaid fees pro rata. Continued use after the effective date constitutes acceptance.

16. Governing law and disputes

These Terms are governed by the laws of Thailand.

In the event of a dispute, the parties will negotiate in good faith for at least 30 days. Failing resolution, has jurisdiction.

17. General

Entire agreement — These Terms, together with the Privacy Policy, the Data Processing Agreement, and the agreed quotation, constitute the entire agreement on this subject.
Order of precedence — Where documents conflict: (1) signed order form or quotation, (2) Data Processing Agreement, (3) these Terms, (4) Privacy Policy.
Assignment — You may not assign without our written consent. We may assign on a merger or transfer of business, with notice to you.
Severability — If any provision is void or unenforceable, the rest remains in force.
No waiver — A failure to exercise a right on one occasion is not a waiver of that right.
Force majeure — Neither party is liable for failure to perform due to events beyond its reasonable control, including natural disaster, war, terrorism, epidemic, or widespread internet infrastructure failure.
Language — This document exists in Thai and English. If they conflict, the Thai version governs.

18. Contact us

Email: Telephone:

For personal data matters, please contact .