Service Agreement

At Accomate Co.,Ltd
Date 30 October 2020

This agreement is by and between Accomate Co., Ltd, locate at no. 484/31, Soi Phetchaburi 18, Phetchaburi, Rachathewi, Bangkok 10400, Thailand, (hereinafter referred to as the “Company”) of the one part, and

  • Entrepreneur as a user (hereinafter referred to as the “user”) of the other part.
  • Corporate company or customers as a user (hereinafter referred to as the “user”) of the other part. Both parties agree on the following terms and conditions.

1. Scope of services

  • 1.1 Type of services

Service under this agreement is to provide a platform for expense and financial management and for accounting entry and automatic data entry called “Ztrus”. Ztrus provides 4 type of services which are ZBiz, ZBook, Ztrus Expense and Ztrus OCR, hereinafter referred to as the “system”, in which the user can choose to use only one or both of the following systems which are

    • 1.1.1 ZBiz is a system to manage documents and suitable for business owners which its system is also to issue a document for business operation including documents regarding revenue, cost and expenses and withholding tax certificate by storing data in electronic files and can be used to send data to ZBook system without having to send original documents to the accountant.
    • 1.1.2 ZBook is a system for accounting entry and suitable for accounting firm. ZBook system is operated by OCR technology (Optical Character Recognition) which helps converting text in the image into character without the need for user to retype the data. User can scan or send online document into the system and ZBook system will convert image into text and automatically save the basic accounting entry. By using this system, it shall reduce duplicate work and help to reduce time used for accounting entry up to 10 times. Accountant shall simply need to verify and to press to confirm the accounting entry.
    • 1.1.3 Ztrus Expense is a system which helps managing expenses and financial of the company suitable for business owner. Ztrus Expense is a system used to monitor and control expenses for business operation including management on common expenses, petty cash and reimbursement of employees in the company
    • 1.1.4 Ztrus OCR is a system which provides automatic data entry service with OCR (Optical Character Recognition) and AI technology designed for various type of documents. Ztrus OCR automate data extraction from documents the way human mind does using neural network for semi-structured documents and can work with high precision without predefined location for fixed structure on documents.
  • 1.2 Service fees
    • 1.2.1 After the user signed this service agreement, it considers that the such user accepts service fees specified by the company. Details of service fees are in quotation no. [*] according to service chosen by the user. Quotation no. xx regarded as a part of this agreement.
    • 1.2.2 For the user who chooses to use ZBiz system, after the user signed quotation, the company will charge service fee after activated the system for the user. Details are in quotation no. xx.
    • 1.2.3 For the user who choose to use ZBook system, after user signed quotation, the company will charge service fee from user, which is the accounting firm, by charge for service fees in monthly or yearly period. Or the company will charge for service fee from user which is the business entrepreneur in case business entrepreneur which to be responsible for service charge on behalf of the accounting firm. Details are in quotation no. xx.
    • 1.2.4 For the user who chooses to use Ztrus Expense system, after the user signed quotation, the company will charge service fee after activated the system for user. Details are in quotation no. xx.
    • 1.2.5 For the user who chooses to use Ztrus OCR system, after the user signed quotation, the company will charge service fee after 50% upon signing the contract and 50% upon product delivery or as otherwise agreed. Details are in quotation no. xx
    • 1.2.6 After the user received invoice of service fee, in case of any item was incorrect from actual usage of the user, the user must inform the company in writing within 15 days after payment due date in the invoice. The company will deduct service fees only in case it has been confirmed to occur due to technical problem of the company. The company will consider on service fees deduction for user according to method specified by the company. However, any obstacle due to error of users and/or related parties is not in the scope of exemption or deduction of service fees.
    • 1.2.7 In case the user does not complete the payment within payment period, the user must pay a fine at the rate of 8 percent per annum of the outstanding service fees.
  • 1.3 During service period
    • 1.3.1 The company will provide training on how to use Ztrus systems at office of the company or on-site training at the office of the user. Details are as follows.
      • For training at office of the company, the company will provide 2 trainings without any additional charge and the training will be held within 3 months after the user started to use the service. Any further training otherwise will be an additional charge.
      • For on-site training at the office of the user, the company reserves the training only for the office located within 30 kilometres from the location of the company. Training fee for 3 hours by 2 trainers is 1,000 THB and this training service fee is not include in service fees in 1.2.
    • 1.3.2 For additional contact method, the user can reach the company via Line : @ztrus, 24 hours without any additional service fees during period of using the system.
    • 1.3.3 The company may revise the details in clauses 1.3.1 and 1.3.2 regarding terms, price or service method. In case of change, the company will notify to the user by email at least 30 days in prior.
  • 1.4 Service use for purpose of your company.
    • User must use the service only for the use in the user’s business and it cannot be used for any other business unless the user received permission from the company. This service agreement is an exclusive right, in case of change in user, must obtain written consent from the company in prior.

 

2. Term of agreement

Both parties agree to set term of this agreement to 1 year starting from (date) to (date). In case the user wishes to renew the agreement, the user can select to renew the service automatically at the end of specified service term. The company will notify by email or any other suitable methods before renewing any service for new service term and require the user to express their consent on renewing of the above-mentioned service term. In case of any change in service fees, the company will notify the user at least 30 days in prior to start of service in the next following year.
The date which the user signed this agreement shall be regarded as the day to deliver the system to the user.

 

3. Service cancellation

  • 3.1 In the case that the user notifies for service cancellation within 30 days from the date of delivered service and first system training was completed, the company will return half of the service fees.
  • 3.2 In the case the user notifies for service cancellation after 30 days from the date of delivered service and first system training was completed, the company will not refund advance service fees which had been collected.

 

4. Termination

  • 4.1 Right to terminate service agreement by the user
    • 4.1.1 The user has a right to terminate service agreement by notify request to terminate service agreement to contact@ztrus.com. The request can be made at any period before the end of service term and result as termination of the final day of service term in the year which request is made. In the case the user wishes to immediately terminate service agreement (close user account before the end of service term), the company will not refund any paid service fees in any case.
  • 4.2 Right to terminate service agreement by the company
    • 4.2.1 The company reserves the right to terminate service agreement at any time. After the company terminate the service agreement, it considered that termination affects on the final day of service term in the year which termination is made.
    • 4.2.2 The Clause 4.1.1 does not apply in the case of termination of service agreement when the user violate terms of this agreement. Details are in 8.4.

 

5. Solving operational issue

  • 5.1 In case of any problem or obstacle in executing this service agreement, both parties agree to consider setting up guideline and solve the issue together. The company has SLA (service level agreement) via Line official account: @Ztrus as the main communication channel.
  • 5.2 The company will provide 24-hour service via Line official account: @Ztrus. In case of problem or incontinence in using service due to technical problem or any reason beyond the company’s control or caused by devices of the user and not the fault of the company, the user cannot claim any damages from the company.
  • 5.3 In the case of problem in using the service, the user must notify the company and the company will resolve the problem to enable the system to return back to normal operation in appropriate amount of time and the company will not charge for any fees from the user, unless the damage caused by action of the user.

 

6. Limitation of liability

  • 6.1 In case user has any basis in request compensation (including violation of terms in this agreement), to the extent permitted by applicable law, the user agrees that remedies particularly in which the user will receive from the company is a compensation directly for damage for not exceeding the amount of service fees the user pay to the company for one month.
  • 6.2 To the extent permitted by applicable law, user cannot request compensation from,
    • 6.2.1 Loss or damage as a consequence
    • 6.2.2 Loss of actual or estimated profit (whether directly or indirectly)
    • 6.2.3 Loss of actual or estimated revenue (whether directly or indirectly)
    • 6.2.4 Loss of any contract or business or loss or damage arising from the use of the service out of personal use
    • 6.2.5 Special loss or damage as indirect, continuous, or as a penalty and
    • 6.2.6 To the extent permitted by law, direct loss or damage exceed clause 6.1 above, these limitations and exceptions will apply although the remedy cannot fully compensate or not comply with main objective.

 

7. Confidentiality

Both parties agree that all document and/or any information of the other party obtain by executing this agreement in any form shall be regarded as confidential of both parties and both parties shall use it only to achieve goal and objective in this agreement. Moreover, both parties shall not disclose such information to the third party and will control it employees and/or worker and/or representative and/or other person which obtain such information by executing this agreement to comply the disclose of information strictly including after this agreement was terminated for any reason, except in the following cases:

  • 7.1 Obtain written consent from other party, or
  • 7.2 Disclose of information by law or court order or by order of government agency with legal authority by the party that need to disclose such information notify in written document to the other party in advance in order to let the other party be able to carry out any measure necessary to reduce any possible effects to the party before disclosure of such information, unless state otherwise by law, or
  • 7.3 The information and/or documents are,
    •  7.3.1 publicly available and public can obtain such information without violating with agreement, or
    • 7.3.2 publicly available and did not arise from violation of confidentiality agreement of both parties, or
    • 7.3.3 Any party received a disclosure from a third party who obtain the information legally and the party is not under any restriction of disclosure
    • 7.3.4 Information and/or document is in possession of the party without any restriction of disclosure before the date of receiving such information from disclosure party
    • 7.3.5 User data will be managed according to privacy policy of the company and the company will manage user data according to appendix document agreed by both parties within 30 day after service termination.


8. Cases which the company has the right to cancel the service

The company has a right to cancel system service to the user temporary by notify in written document and specify the reason to exercise such right to the user at least 30 days in prior, except for following cases which the company can cancel service immediately.

  • 8.1 Force majeure occurred to the company.
  • 8.2 The user has passed away or its legal personality ended.
  • 8.3 User submitted forged documents when request the service
  • 8.4 User had misused the service unlawfully or violate any duties as specified in this agreement. The company has absolute right to cancel the service temporary or has a right to terminate the agreement without prior notice and without refund any service fees.
  • 8.5 User did not make payment of fees and service fees longer than period specified in invoice or 2 times consecutively.
  • 8.6 The company can prove that user has used it service under this agreement to earn revenue with the intention to not pay for fees and service fees.
  • 8.7 The company has a reason which requires a maintenance or fix on the system to provide the services.

 

9. Right to terminate the service
The company reserves the right to terminate the service in whole or in some part without prior notification and without any liability to the other party and the third party.

 

10. Assignment

  • 10.1 The company prohibits the user to assign it rights and obligations under this agreement to the third party without written consent of the company.
  • 10.2 In the case the company wishes to assign entire service or some parts of the services to other company or group company of Accomate or the third party after notify to the user and when the user is voluntarily agreed for the service, it considered that the user has agreed on the assignment in advance.

 

11. Governing laws

This agreement shall be governed by the laws of the Kingdom of Thailand.

 

12. Severability

In case any part of this agreement is void or not legally enforceable, both parties shall be deemed to severable the part which is void or not legally enforceable from remaining of valid and legally enforceable part of this agreement.