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Terms of service — working draft

This is a draft written by a non-lawyer and it is not enforceable as it stands. It exists so that counsel is reviewing a structured document rather than a blank page, and so the product can be built against the right shape. Section 20 lists what counsel must settle before this is published.

Base language EN; the FR version must be a full translation, not a summary — for a consumer resident in France the French version will generally govern.

1. Who we are

Suradeed operates a platform through which independent, licensed Thai law firms carry out property due diligence for buyers of property in Thailand, under one standardised verification protocol, for a fixed price agreed in advance.

Your contract is with the Suradeed entity named at the head of your quote and on your invoice, whose registration details and registered office are given there and in the legal notice on the site.

Build note, not a clause: the entity, its country, its registration number and its tax regime change at the migration recorded in structure.md. They are read from lib/config/ and never written into these terms, a template or a certificate. A contract stays under the entity that sold it — clause 18.

2. What Suradeed is not

Suradeed is not a law firm. Suradeed does not practise law and does not give legal advice.

Every legal finding, conclusion, opinion and recommendation in a verification certificate is produced, and signed, by a Thai law firm licensed to practise in Thailand. That firm is the author of the legal work and the person you rely on for it. Suradeed's role is to define and maintain the verification protocol, to coordinate the engagement, to review the file for completeness and internal consistency, and to deliver the result to you.

Nothing on the platform, in the interface, in correspondence from Suradeed staff or in any summary Suradeed produces is legal advice, and none of it may be relied on as such. Where a summary written by Suradeed differs from the signed certificate, the signed certificate governs.

3. The partner firm

The partner firm is engaged for your matter and is identified to you. It performs the verification, records the findings, and signs the certificate under its own professional responsibility and professional indemnity insurance.

Nothing in these terms limits the partner firm's professional obligations to you, or the recourse available to you against that firm under Thai law and the rules of its professional body.

4. Independence

Suradeed accepts no commission, referral fee or other benefit from any seller, developer, agent, broker or any party with an interest in the transaction being verified. Partner firms confirm the same for each matter and record a conflict check before accepting.

This is a contractual commitment, not a policy statement, and it is the reason the verification is worth commissioning.

5. What the verification covers

The scope of each engagement is set out in the certificate and follows the published protocol for the property type concerned. It is a legal verification.

6. What it does not cover

The verification does not include, and no conclusion should be inferred about:

  • Structural, technical or building condition. No structural survey, no engineering assessment, no inspection of construction quality, materials, damage or defects.
  • Valuation. No opinion on whether the price is reasonable, on market value, on rental yield or on investment merit.
  • Investment, tax or financial advice of any kind, in Thailand or elsewhere.
  • Environmental testing, soil, contamination or flood modelling beyond the published planning and environmental classifications.
  • Matters arising after the date of the certificate. Registrations, disputes, regulatory changes and works occurring after that date are outside it.
  • Anything expressly excluded in the certificate's own limitations section.

7. Sources, and their limits

The verification is built on official searches (principally at the Land Office and the Department of Business Development), on documents supplied by you, the seller or the developer, and on a legal site visit where the protocol requires one. Each source is recorded in the evidence ledger with its issuing office, reference and date.

Two consequences follow, and they are inherent to the exercise rather than limitations of care:

  • Only what is registered can be found in a register. An unregistered arrangement, an undisclosed side agreement or an unrecorded occupation may exist without appearing in any search.
  • A search is true as at its date. Registers change.

Where a matter could not be verified, the certificate says so explicitly and explains why. Missing information is never reported as an absence of risk.

8. Your obligations

You agree to provide accurate and complete information, and to supply requested documents promptly. Deadlines are counted in business days in Thailand and are extended by any period during which we are waiting on you, the seller or the developer.

You confirm that you are acquiring the verification for your own transaction and not on behalf of an undisclosed third party.

9. Price, and re-scoping

The price is fixed and agreed before work begins, and depends on the complexity of the matter as scoped.

If the real complexity turns out to be materially higher than what was scoped — a structure that proves to be multi-layered, additional parcels, an ownership chain that was not apparent — we will tell you, re-quote you, and not begin the additional work until you accept the new price. You may decline, in which case clause 11 applies to the work already done.

10. Payment and cancellation

The fee is payable in full before the matter is assigned to a partner firm.

You may cancel at no cost at any time before a partner firm accepts the matter, and we will refund you in full.

Once a partner firm has accepted, the firm has committed capacity and begun official searches, and the fee is no longer refundable except as set out in clause 11 and subject to your statutory rights in clause 12.

11. A finding against the property is a delivered service

This is the clause most likely to be argued about, so it is stated plainly.

The purpose of the verification is to tell you what is true about the property. A certificate that identifies serious problems — an unregistered access road, a missing building permit, a defective title chain, a nominee risk — is the service working exactly as intended, and is very often the most valuable outcome you can buy.

An unfavourable finding is not a defective service and does not give rise to a refund. Nor does your decision not to proceed with the purchase, the seller's withdrawal, or the transaction failing for any other reason.

A refund or a re-performance is available where we or the partner firm failed to perform the protocol — not where the protocol was performed and produced an answer you did not want.

12. Statutory withdrawal rights

Where you are a consumer resident in the European Union or the United Kingdom, you may have a statutory right to withdraw from a distance contract within 14 days. Consumers elsewhere may have equivalent rights under their own law.

Nothing in these terms removes a protection your own country's law gives you. Where we have directed our service at the country you live in, that country's mandatory consumer protections apply whatever clause 19 says about governing law.

Because a verification is normally started and often completed within that period, we will ask you to request expressly that we begin immediately and to acknowledge that you lose the right of withdrawal once the service has been fully performed. Where you withdraw after work has begun but before completion, you owe a proportionate amount for the work performed.

Counsel: this clause must be checked against the consumer law of each market sold into, and the acknowledgement wording must be captured in the interface and stored, not merely printed in these terms. See section 20.

13. Who may rely on the certificate

The certificate is issued to you, for the property and the transaction identified in it, and as at its date.

It may not be relied upon by any other person, for any other property, for a different transaction, or at a later date, without the written agreement of the partner firm that signed it. Passing a copy to a bank, a co-purchaser or a subsequent buyer does not give that person a right to rely on it.

14. Liability

Nothing here excludes or limits liability for fraud, for fraudulent misrepresentation, for death or personal injury caused by negligence, or for any liability that cannot lawfully be excluded.

Subject to that:

  • Suradeed is not liable for the legal conclusions in the certificate. Those are the partner firm's work, produced under its professional responsibility, and your recourse for them is against that firm.
  • Suradeed's total liability arising out of or in connection with an engagement is limited to the fee you paid for that engagement.
  • Neither Suradeed nor the partner firm is liable for indirect or consequential loss, for loss of profit, loss of opportunity, loss of an intended purchase, or for movements in property value or exchange rates.
  • We are not liable for delay or failure caused by events outside our reasonable control, including closure or backlog at a government office.

Counsel: a liability cap at the fee is standard but its enforceability against a consumer is not automatic in either France or Thailand, and a cap that a court strikes out entirely is worse than a defensible one. See section 20.

15. Your documents

Documents are stored encrypted, retained for ten years from delivery, and are downloadable by you throughout that period.

We do not delete your documents before that term, and we do not delete them afterwards without asking you. You may request a full export at any time, and you may request deletion — we will act on it and record it, except where we are required to retain something by law or where it is needed to establish or defend a legal claim.

Documents are immutable once uploaded: a correction is stored as a new version and the earlier version is kept. That chain is what the certificate rests on.

16. Confidentiality

We treat your matter as confidential. We disclose it only to the partner firm engaged on it, to service providers bound by equivalent obligations, and where required by law.

If a partner firm declines a matter, the reason it gives is confidential to Suradeed and is not disclosed to you or to any other firm.

17. How to reach us, and complaints

Suradeed, Bophut, Koh Samui, Thailand · contact@suradeed.com · WhatsApp +66 95 706 7244.

WhatsApp is for commercial questions before you order — what the verification covers, what it costs, how long it takes, how it works. It is not a channel for your file, and it is not a channel for questions about your property.

Once your dossier is open, everything that belongs to it — document requests, findings, instructions, decisions — goes through the portal, where it is recorded, timestamped and kept for ten years. A message sent on WhatsApp is not part of the file and cannot be relied on later.

Whatever is said in a commercial conversation, the quote and the published protocol define what you are buying, and the signed certificate is where the answers about your property are given.

Raise anything about the platform, the coordination or the delivery with Suradeed.

A complaint about the legal work concerns the partner firm and its professional body; we will identify the firm, provide your file, and support you in raising it. We will not obstruct a complaint against a partner firm, and a firm's willingness to accept future matters is never affected by one.

18. Changes

We may change these terms for future engagements. The terms that apply to an engagement are those you accepted when you paid for it, and we keep a record of that version.

19. Governing law

These terms are governed by French law, and the French courts have jurisdiction.

Two things are said here rather than left to be inferred, because a reader will otherwise draw the wrong conclusion from them:

  • French law governs this contract; Thai law is what the certificate is about. The verification examines title, servitudes, permits and ownership structures under Thai law. That is the subject matter. Your recourse against Suradeed under these terms is a separate question, and it is French.
  • If you are a consumer resident in the European Union, this clause takes nothing away from you. You keep the mandatory consumer protections of your country of residence and you may bring proceedings there. We say so because it is true whatever this clause says, and a choice-of-law clause that implies otherwise is both unenforceable and a bad-faith signal in a product sold on trust.

Counsel: the governing law follows the contracting entity, which changes at the migration recorded in structure.md §3. Confirm what the Thai operating company's terms should then specify, and confirm that engagements already sold stay under the version accepted when they were paid for — clause 18 says they do.

20. What counsel must settle before publication

Written down so nothing here is mistaken for a completed document.

  1. Is the model itself lawful as structured? A position now exists — see structure.md, settled as D16 — and it needs confirming rather than inventing: Suradeed never sells the legal work, the client pays the firm's fee and Suradeed's platform fee as two separate lines, and Suradeed collects the first as payment agent for the firm. Confirm that this satisfies the Lawyers Council of Thailand on fee-sharing and on the use of intermediaries to procure cases, and that it holds under art. 54 of the French loi of 31 December 1971 for a French entity selling to French consumers. This remains prior to everything else in this document.
  2. Who contracts with the client for the legal work. structure.md §4 answers it — the firm contracts with the client, Suradeed is the platform — and counsel confirms it. Confirming it also fixes clauses 2, 3, 11, 13 and 14, and fixes the data model's notion of who the client of record is; treat those as consequences of the answer, not as separate questions.
  3. Governing law and forum. Clause 19 now says French law, following the phase-1 contracting entity in structure.md §2. What is left for counsel: the wording for the Thai operating company after the migration, and confirmation that the EU-consumer reservation in clause 19 is stated correctly rather than merely generously.
  4. The liability cap in clause 14: enforceability against a consumer in France and in Thailand.
  5. Clause 12 against French, EU and UK consumer law, including the exact wording of the express-request and loss-of-withdrawal-right acknowledgement.
  6. Cross-border data transfer and Thai PDPA compliance alongside GDPR, given documents concerning EU residents processed in Thailand. A privacy specialist, not only counsel.
  7. Ten-year retention against the PDPA data-minimisation principle — a commercial promise to keep and a statutory duty not to keep longer than necessary have to be reconciled explicitly.
  8. Professional indemnity: what cover partner firms carry, whether it responds to a foreign claimant, and whether Suradeed needs its own cover.
  9. Whether the certificate needs a written statement of its own reliance limits on the document itself, not only in these terms.
  10. The partner firm agreement, which is a separate document and must be consistent with this one on independence, fees, re-scoping and complaints.
  11. The pre-sale conversation. WhatsApp is used commercially, to close, before any firm is engaged. That is the exposed moment, not the post-sale one: the buyer's questions are legal ones ("can a foreigner own this?", "is a 30+30 lease safe?"), the person answering is not a lawyer, no firm is engaged yet, and nothing is recorded. Under the loi du 31 décembre 1971 a personalised answer given habitually in the course of a paid relationship is *consultation juridique* — see structure.md §1. Counsel should settle where the line sits in practice, and whether a scripted pivot is enough to stay behind it.
  12. Pre-contractual representations. What is promised in an unrecorded chat binds even though it is not in the quote, and in a consumer contract the ambiguity is generally construed against us. Decide whether commercial exchanges must be retained, and whether the quote needs an entire-agreement clause that survives French consumer law.
  13. The redirect to partner firms. If a prospect is introduced to a firm rather than sold a dossier, that is a referral and not the platform model — and it engages the fee-sharing question at 20.1 from a different angle. Settle which of the two is actually happening.
  14. WhatsApp and data. Whether messages held on Meta's infrastructure sit inside our PDPA and GDPR undertakings, and what is said to a prospect about it.