Terms and Conditions

1. Acceptance of Terms

These Terms and Conditions ("Terms") govern your use of Parago's services and website. By engaging our services, contacting us for consultation, or using our website, you agree to be bound by these Terms. If you do not agree with any part of these Terms, please do not use our services or website.

These Terms constitute a legally binding agreement between you (the "Client" or "you") and Parago ("we," "us," or "our"). You must be at least 18 years of age and have the legal capacity to enter into binding contracts to accept these Terms.

2. Definitions

For the purposes of these Terms:

• "Services" refers to AI integration consulting, vendor selection advisory, operations deployment, and enterprise culture programs provided by Parago
• "Engagement" means a formal consulting project governed by a separate engagement letter or statement of work
• "Deliverables" refers to reports, documentation, training materials, and other outputs specified in an engagement agreement
• "Client Data" means information, data, and materials provided by you or collected during an engagement
• "Website" refers to all web pages and services accessible at paragasa.live

3. Service Description

Parago provides the following professional services:

• AI Vendor Selection Advisory: vendor evaluation, requirements analysis, and selection recommendations
• AI-Enhanced Operations Deployment: implementation support, integration, training, and monitoring
• Enterprise AI Culture Program: organizational readiness, change management, and culture transformation

Service availability may vary based on our capacity and expertise. We reserve the right to decline engagements that fall outside our areas of competence or that present conflicts of interest.

4. Engagement Process

4.1 Initial Consultation

Prospective clients may request an initial consultation to discuss their needs. This consultation is provided for informational purposes only and does not create a client relationship or obligation to engage our services.

4.2 Engagement Agreement

Formal engagements require execution of a separate engagement letter or statement of work that specifies scope, deliverables, timeline, pricing, and other project-specific terms. The engagement agreement, together with these Terms, constitutes the complete agreement for the project.

4.3 Scope Changes

Changes to project scope must be documented in writing and mutually agreed upon. Scope changes may result in adjustments to pricing and timeline, which will be communicated before proceeding with modified work.

5. Client Responsibilities

As a client, you agree to:

• Provide accurate and complete information necessary for service delivery
• Designate appropriate personnel to work with our consultants
• Grant timely access to relevant systems, documentation, and stakeholders
• Review deliverables and provide feedback within agreed timeframes
• Make decisions and provide approvals when required for project progression
• Maintain confidentiality of proprietary methods and materials we provide
• Comply with all applicable laws and regulations in your use of our services

6. Payment Terms

6.1 Pricing

Service pricing is specified in each engagement agreement. Prices are fixed for the defined scope and do not vary based on time spent, unless otherwise stated. All prices are in Thai Baht (฿) unless otherwise specified.

6.2 Payment Schedule

Payment terms are specified in the engagement agreement. Typical payment structures include initial deposits, milestone-based payments, or payment upon completion. Invoices are due within 30 days unless otherwise agreed.

6.3 Late Payment

Late payments may incur interest charges at a rate of 1.5% per month or the maximum rate permitted by Thai law, whichever is lower. We reserve the right to suspend services for accounts with overdue balances exceeding 30 days.

6.4 Expenses

Unless otherwise specified, engagement fees include all expenses for work conducted in Bangkok. Travel expenses outside Bangkok, if required and approved, will be billed separately at cost.

7. Intellectual Property

7.1 Our Intellectual Property

All methodologies, frameworks, tools, templates, and pre-existing materials we use or provide remain our intellectual property. You receive a non-exclusive, non-transferable license to use these materials solely for the purposes of the engagement.

7.2 Engagement Deliverables

Upon full payment, you own the rights to final deliverables created specifically for your engagement, excluding our pre-existing intellectual property incorporated into those deliverables.

7.3 Client Data

You retain all rights to data and information you provide. By engaging our services, you grant us a license to use your data solely for performing services and improving our methodologies in aggregated, anonymized form.

8. Confidentiality

Both parties agree to maintain confidentiality of proprietary information disclosed during the engagement. This obligation includes:

• Not disclosing confidential information to third parties without prior written consent
• Using confidential information only for purposes related to the engagement
• Protecting confidential information with reasonable security measures
• Returning or destroying confidential materials upon engagement completion or request

Confidentiality obligations survive engagement termination and remain in effect for three years, except for information that is publicly available, independently developed, or required to be disclosed by law.

9. Warranties and Disclaimers

9.1 Service Warranty

We warrant that services will be performed in a professional manner consistent with industry standards. If services fail to meet this standard, we will re-perform affected work at no additional charge, provided you notify us within 30 days of delivery.

9.2 Disclaimers

Except as expressly stated:

• Services are provided "as is" without warranties of any kind
• We do not warrant that our recommendations will achieve specific business results
• We are not responsible for implementation decisions or actions taken based on our recommendations
• Technology vendor performance and third-party service quality are outside our control

10. Limitation of Liability

To the maximum extent permitted by Thai law:

• Our total liability for any claims arising from an engagement is limited to the fees paid for that specific engagement
• We are not liable for indirect, consequential, incidental, or punitive damages, including lost profits or business opportunities
• Claims must be brought within one year of the events giving rise to the claim
• We are not liable for damages caused by your failure to follow our recommendations or implement suggested safeguards

These limitations apply regardless of the legal theory of liability and whether we have been advised of the possibility of such damages.

11. Indemnification

You agree to indemnify and hold harmless Parago, its employees, and contractors from any claims, damages, or expenses arising from: (a) your use of our services; (b) your violation of these Terms; (c) your violation of any rights of third parties; or (d) your implementation of recommendations without proper validation or testing.

12. Termination

12.1 Termination by Client

You may terminate an engagement with 14 days written notice. You remain obligated to pay for work completed and expenses incurred through the termination date.

12.2 Termination by Parago

We may terminate an engagement if: (a) you breach material terms and fail to cure within 14 days of notice; (b) we reasonably believe continuing the engagement would violate professional standards or legal requirements; or (c) circumstances make completion impractical or impossible.

12.3 Effect of Termination

Upon termination, we will provide work completed to date in usable form. Sections of these Terms regarding confidentiality, intellectual property, payment obligations, and limitation of liability survive termination.

13. Dispute Resolution

13.1 Governing Law

These Terms are governed by the laws of Thailand. Any disputes will be subject to the exclusive jurisdiction of Thai courts located in Bangkok.

13.2 Informal Resolution

Before initiating formal proceedings, parties agree to attempt resolution through good faith negotiation for at least 30 days.

14. General Provisions

14.1 Entire Agreement

These Terms, together with any engagement agreement, constitute the entire agreement between parties and supersede all prior understandings or agreements.

14.2 Amendments

We may update these Terms periodically. Material changes will be communicated via email or website notice. Continued use of services after changes indicates acceptance of modified Terms.

14.3 Severability

If any provision is found invalid or unenforceable, remaining provisions continue in full force and effect.

14.4 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision.

14.5 Assignment

You may not assign your rights or obligations without our prior written consent. We may assign our rights to affiliates or successors with notice to you.

14.6 Force Majeure

Neither party is liable for delays or failures caused by circumstances beyond reasonable control, including natural disasters, government actions, pandemics, or infrastructure failures.

15. Contact Information

For questions about these Terms, please contact:

Legal Department
Parago
120/8 Soi Sukhumvit 26, Khlong Tan, Khlong Toei
Bangkok 10110, Thailand
Email: [email protected]
Phone: +66 2 661 8427