Legal
Terms & Conditions
Effective Date: 14 April 2025
These terms govern all advisory engagements undertaken by Bodhi Counsel. Please read them carefully before instructing us.
These Terms and Conditions of Engagement ("Terms") set out the basis on which Bodhi Counsel ("we", "us", "our") provides advisory services in relation to foreign business licensing, investment promotion, and related regulatory matters in Thailand. By instructing us or accepting a service proposal, you ("the Client") agree to be bound by these Terms.
Our registered place of business is 224 North Sathorn Road, Silom, Bang Rak, Bangkok 10500, Thailand.
1. Nature of Our Services
Bodhi Counsel provides regulatory advisory services to overseas-owned entities and foreign nationals seeking to understand, navigate, or apply under the Foreign Business Act B.E. 2542 (1999) and adjacent regimes including Board of Investment promotion under the Investment Promotion Act B.E. 2520 (1977).
Our services include written advisory notes, application drafting, application submission, attendance at sub-committee proceedings, and preparation of post-engagement memoranda. The specific scope of services for each engagement is set out in the relevant service proposal or engagement letter.
We do not hold a law firm licence under Thai law. Our advisers bring specialist knowledge of the regulatory frameworks we work within, but our written products do not constitute legal advice in the formal sense and do not create an attorney-client relationship. Clients with complex legal exposure or contentious matters are encouraged to seek independent Thai legal counsel in addition to our advisory work.
2. Engagement Commencement
An engagement commences upon the earlier of: (a) receipt of a signed engagement letter; or (b) receipt of payment for the relevant service. Until one of these conditions is met, no advisory relationship exists and any pre-engagement correspondence is provided without obligation or reliance.
We reserve the right to decline any engagement at our discretion, including on the basis of conflict of interest, reputational considerations, or resource constraints, without being required to give reasons.
3. Fees and Payment
Our current service fees are as follows:
- Eligibility and Category Mapping: ฿4,500 — payable in full prior to commencement.
- Application Drafting and Submission: ฿24,000 — payable 50% upon engagement commencement and 50% upon submission of the completed application to the Ministry of Commerce.
- Combined Foreign Business and Investment Promotion Package: ฿39,200 — payable in three instalments: 40% upon commencement, 40% upon dual-track submission, and 20% upon delivery of the end-of-engagement memorandum.
Fees are stated in Thai Baht and are inclusive of all internal costs. They exclude any government filing fees, official translation charges, notarisation costs, or other third-party disbursements, which are billed separately at cost upon production of receipts.
All invoices are due within fourteen calendar days of issue. Late payments accrue interest at 7.5% per annum from the due date. We reserve the right to suspend or terminate an engagement where invoices remain unpaid for more than thirty days following the due date.
Fees are non-refundable once an engagement has commenced and substantive work has begun, unless we are in material breach of these Terms.
4. Client Obligations
The quality and speed of our work depends substantially on the accuracy and completeness of information provided by the Client. You agree to:
- Provide complete, accurate, and truthful information in response to our requests.
- Disclose any material change in circumstances that may affect the engagement, including changes to ownership structure, business activities, or regulatory status.
- Respond to requests for information, document review, or decision-making within the timeframes we indicate.
- Retain responsibility for all commercial decisions arising from our advisory work, including any decision to proceed with or withdraw an application.
We are not liable for delays, adverse outcomes, or additional costs arising from inaccurate or incomplete information provided by the Client.
5. No Guarantee of Outcome
Foreign business licence applications are determined by the Department of Business Development under the Ministry of Commerce in the exercise of its statutory discretion. Board of Investment promotion applications are determined by the BOI Sub-Committee and the BOI Board. Neither approval is within our control.
We commit to preparing thorough applications that accurately represent the intended business activity and meet the procedural requirements of the relevant authority. We do not and cannot commit to securing approval, and no statement made in the course of an engagement should be construed as a representation that approval will follow.
Where an application is declined or deferred, we will advise on the options available, including reconsideration or alternative regulatory pathways, as appropriate to the engagement scope.
6. Confidentiality
We treat all information received in the course of an engagement as strictly confidential. We will not disclose your information to third parties except:
- Where disclosure is necessary to submit an application or attend proceedings on your behalf and you have authorised such submission.
- Where we engage specialist support (such as translation services or co-advisers) under confidentiality obligations.
- Where disclosure is required by law or a competent authority.
This obligation of confidentiality survives the termination of the engagement and continues indefinitely.
7. Intellectual Property
All written deliverables produced by us — including advisory notes, application drafts, business plans, organisational charts, and end-of-engagement memoranda — remain our intellectual property until all outstanding fees have been paid in full. Upon full payment, the deliverables are licensed to the Client for use in the context of the engagement for which they were prepared. This licence does not extend to resale, publication, or use in unrelated regulatory proceedings without our prior written consent.
8. Limitation of Liability
Our aggregate liability to the Client for all claims arising out of or in connection with an engagement is limited to the total fees paid by the Client for that engagement. We are not liable for indirect, consequential, or economic losses, including loss of anticipated revenue, business opportunity, or regulatory advantage.
Nothing in these Terms limits our liability for fraud, wilful misconduct, or any liability that cannot be excluded under applicable Thai law.
9. Termination
Either party may terminate an engagement on fourteen days' written notice. In the event of termination by the Client, fees for work completed to the date of termination are payable; fees for work not yet commenced are not charged, subject to the minimum engagement terms applicable to each service. In the event of termination by us (other than for the Client's breach), we will refund any prepaid fees attributable to uncompleted work.
We may terminate an engagement with immediate effect if the Client provides false information, engages in conduct likely to bring our practice into disrepute, or fails to pay invoices within the periods described in Clause 3.
10. Governing Law and Disputes
These Terms and all engagements governed by them are subject to Thai law. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Thailand. The parties agree to attempt to resolve disputes by good-faith discussion before commencing formal proceedings.
11. Amendments
We may revise these Terms from time to time. The version in effect at the date of engagement commencement governs that engagement. Revised Terms apply to new engagements commenced after the revision date. The date at the top of this page reflects when these Terms were last updated.
12. Contact
Questions regarding these Terms should be directed to:
Bodhi Counsel
224 North Sathorn Road, Silom, Bang Rak, Bangkok 10500, Thailand
Email: [email protected]
Telephone: +66 2 944 6178