Service Level Agreement

2026-07-21

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Definitions of Process
1. Agreement : This refers to the entire document you're reading (Terms and Conditions), along with any details in the Development Proposal and Cost Specs.
2. Customer : The person or company buying services from Cybernetics+.
3. Intellectual Property Rights : Basically, copyrights, trademarks, and other protections for creative works and inventions.
  1. Specification : Any document explaining the services Cybernetics+ will provide, like proposals, cost breakdowns, or project outlines.
  2. Acceptance Date : The day the customer approves the final software.
  3. Acceptance Tests : Tests (explained in the Specification) to confirm the software works as intended.
  4. Additional Services : Anything extra the customer asks Cybernetics+ to do beyond what's in the original agreement.
4. Change Request : A formal document requesting a modification to the project's original plan, software, or deliverables
5. Confidential Information : Secret details about either company's business, finances, technology, etc.
6. Cybersecurity Services : Services including evaluation, vulnerability assessment, and penetration testing of a Client’s IT infrastructure to identify security weaknesses.
7. Data Analytics Solution Services : Professional services including strategic consulting, data management, and implementation of analytical tools to transform client data into actionable insights.
8. Deliverables : The software, instructions, and services Cybernetics+ provides as per the agreement.
9. Live Operational Use : When the customer starts using the software for their regular business activities.
10. Mis-use : Using the software in a way not intended according to the initial agreement.
11. ERP License : The official user subscription license for the ERP Enterprise Edition, provided and supported directly by ERP S.A. or its regional affiliate (e.g., Odoo HK).
12. Payment Schedule : The schedule of payments set out in the Specification.
13. Penetration Test (Pent Test) : An authorized simulated cyberattack on a computer system, performed to evaluate the security of the system.
14. Price : The total fixed cost for everything Cybernetics+ will deliver as per the agreement.
15. Project : The entire process of developing, delivering and testing the software and other deliverables.
16. Rates : The hourly or daily costs for Cybernetics+'s services, as defined in the agreement.
17. Software : The computer programs Cybernetics+ is creating or customizing for the customer, as described in the agreement.
18. Specified Equipment : The computers and operating systems needed to run the software.
19. Statement of Work (SOW) : A document that captures and defines all work-related aspects of a project, including timelines, deliverables, and pricing.
20. Success Pack : A pre-purchased block of professional service hours for on-demand support, optimization, and enhancement of the ERP system.
21. System : The combination of the specified equipment and the software.
22. Warranty Period : A standard period of thirty (30) days (extendable up to a maximum of ninety (90) days), commencing from the Go-Live date as confirmed in the Go Live Sign-Off Document, during which Cybernetics+ will resolve any system defects.
23. Working Hours : Cybernetics+'s business hours, which are 09:00 to 18:00 UTC +7, Monday through Saturday, excluding National holidays.
24. Ticket : A record used to document and track a problem or a request for assistance from the customer.
25. Issue : A condition where the ERP system does not function as expected or fails to meet the specified requirements.

Scope of Services

The specific terms outlined in the following subsections (2.1 through 2.7) apply only to the services explicitly purchased by the Customer as detailed on their corresponding Sale Order or Statement of Work (SOW). The general clauses in Section 3 and onwards apply to all purchased services unless specified otherwise.

> Implementation Services

> Maintenance and Service Agreement (MASA)

> Success Pack Services

> ERP License Procurement Services

> Training Services

> Cybersecurity Services

> Data Analytics Solution Services

Implementation Services
This section describes the process and agreement for the development and delivery of software as detailed in the project's Specification.
1. Definition of Done
  The project is divided into structured phases. Each phase is considered "Done" when all deliverables have been completed, verified, and acknowledged by the client through formal acceptance (Sign-Off). Below are the criteria for each phase
  1. Preparation Phase
    > Kickoff meeting conducted with key stakeholders from both the client and Cybernetics+.
    > Project goals, timeline, communication channels, and team responsibilities are clarified.
    > The Prerequisite Document is created to gather necessary business, technical, and operational information from the client to prepare for the Gap Analysis.
    > The client confirms all required inputs for starting the project.
  2. Gap Analysis Phase
    > Workshop with stakeholders to review business processes.
    > Gap Analysis Report delivered, outlining current vs. desired processes.
    > Signed acceptance of the finalized scope and recommendations.
  3. Configuration Phase
    > Standard modules configured as per requirements from the Gap Analysis.
    > Pre-loaded demo or template data (if applicable).
    > Basic access rights and user groups set up.
  4. Implementation Phase
    > System setup aligned with Thai localization or specific business needs.
    > Features tested internally by Cybernetics+.
    > Environment handed over to client for testing.
  5. Customization Phase
    > Approved CRs implemented according to signed customization specs.
    > Custom modules, reports, or logic added and validated.
    > Unit test results documented.
  6. Construct API Phase
    > APIs for third-party systems (e.g., Target System, logistics, payment gateway) developed.
    > Data flow tested and verified.
    > Documentation of endpoints delivered.
  7. Web Design Phase
    > Web pages designed as per agreed UI/UX.
    > Theme and layout approved by client.
    > Staging version delivered for client review.
  8. Visual Production Phase
    > Media content (e.g., images, videos) created as scoped.
    > Assets delivered in agreed format and resolution.
    > Client feedback incorporated before final handover.
  9. Biz Consult Phase
    > Business workflow improvement and change management support provided.
    > KPIs or process optimization suggestions delivered.
    > Client workshop or coaching session completed.
  10. Project Delivery Phase
    > The client signs the UAT Sign-Off Document, confirming that all system functions meet the agreed test scenarios.
    > The client conducts internal user training and signs the Training Sign-Off Document provided by Cybernetics+.
    > The client signs the Go Live Sign-Off Document, confirming readiness for full system launch and transition to the live environment.
    > All system credentials, configurations, and handover documents are delivered to the client.
  11. Parallel / Warranty Phase
    > The system runs in parallel with the old system (if required).
    > Bug tracking and minor enhancements related to system stability are resolved.
    > The Standard Warranty Period shall be fixed at thirty (30) days from the Go-Live date, during which the Customer is strictly obligated to perform final stability testing and provide a formal sign-off on the system's stability within the specified timeframe. Notwithstanding the foregoing, if there are unresolved critical system defects or upon mutual written agreement between both Parties, the Warranty Period may be extended as necessary. However, under no circumstances shall the total combined Warranty Period exceed a maximum of ninety (90) days from the Go-Live date, upon which the Warranty Period shall immediately expire.
    > Support during the Warranty Period is included as part of the Implementation Services. Continued support beyond this period is available under a separate, chargeable Maintenance and Service Agreement (MASA).
  12. Important Notes
    > Each phase requires the client’s formal Sign-Off before proceeding to the next.
    > Any new requests or changes made after DONE on each phase are considered New Requirements and will be separately quoted.

Maintenance and Service Agreement (MASA)

This section aims to define the scope and conditions of service for the maintenance and support of the ERP system that has been installed and is in use, ensuring the system operates efficiently, smoothly, and continuously.

Annual Maintenance and Service Agreement
1. Service Commencement
  Upon payment of the Annual Maintenance and Service Fee, Cybernetics+ shall provide the Customer with the services outlined herein, commencing on the Support Commencement Date. This annual service will automatically renew unless terminated by either party.
2. Scope of MASA Services
  The service is designed to ensure the client's ERP system operates efficiently, smoothly, and continuously. Services include.
  1. Service Management
    Acting as a central point for managing all service requests via a Ticket system.
  2. Customization Maintenance
    Maintain the customized parts of the client's ERP system to ensure they function correctly.
  3. Support Meeting
    Periodic meetings will be held with the client to track service progress and discuss relevant issues.
  4. Server Backup
    Perform automated backups of the ERP system and retain them according to the standard schedule. For full details on retention periods, redundancy, and disaster recovery procedures, please refer to Clause 8 or the "Data Backup and Disaster Recovery Policy" section of this Agreement.
  5. Usage & Technical Support
    Providing guidance and resolving technical issues via designated channels.
  6. Training
    One training session (up to 6 hours) is provided per contract term. Unused sessions cannot be carried over or refunded.
  7. Expert Consultation
    One online consultation session (up to 2 hours) per month is provided. Unused sessions cannot be carried over or refunded.

MASA Support Levels and Response Times

Support Hours
Services are provided from 09:00 to 18:00, Monday to Saturday, excluding public holidays in Thailand.
Method of Support
All support services will be provided electronically or through other remote communication methods. On-site support is not included unless specified, and if required, will incur additional charges for travel and accommodation.
SLA Metrics
For the purposes of this Agreement, "Response Time" acknowledges the reported fault; "Feedback Solution" is the timeframe for providing a proposed plan for resolution; and "Resolution Time" is the target for completing the fix. Both Parties expressly acknowledge and agree that the Provider manages technical resources and software maintenance through a fourteen (14) day fixed development cycle (Sprint). Therefore, for non-critical faults (Severity 3 and Severity 4), such issues shall be formally scheduled and incorporated into the next available Development Sprint following the date of notification, and resolved within the timeframe specified below.

Severity Table

Severity	Description	Response Time	Feedback Solution	Resolution Time	Remark
System Failure (Severity 1)	The entire system or a significant majority of users (over 50%) cannot access the system for regular operations. AND No temporary workaround is available.	4 working hours	Within 1 working days	Within 3 working days	Immediate AdHoc Deployment
System Malfunction (Severity 2)	The system remains operational, but a core, business-critical function (e.g., monthly financial closing or key document generation) fails. AND No temporary workaround is available, even if it affects an individual user.	8 working hours	Within 2 working days	Within 7 working days	Priority Queue Scheduling
Impaired Operation (Severity 3)	System operation is hindered, experiencing slow performance or minor functionality restrictions, but does not disrupt critical business processes. OR A temporary workaround is available allowing the Customer to continue regular business.	12 working hours	Within 3 working days	Within 14 working days	Priority Queue Scheduling
Data Issues & General Requests	System functions normally, but incorrect data may be displayed locally, or an individual user experiences minor access issues with no core operational impact. OR general inquiries regarding system usage.	16 working hours	Within 4 working days	Within the next Available Sprint	Not exceeding 28 working days from notification

Progress Updates : The Customer will be kept informed regarding the progress of problem resolution. This communication shall occur no less than every two hours for critical issues.

Customer Responsibilities for Support
1. To receive support, the Customer shall submit a ticket with detailed written description of the issue, including the circumstances under which it arose and any other materials requested by Cybernetics+ (such as screenshots and log files) to enable replication of the problem.
2. The Customer shall grant Cybernetics+ sufficient access to their systems to facilitate fault diagnosis.
3. The Customer shall operate the Software and maintain data in strict accordance with all instructions provided by Cybernetics+.
Scope of Care and Limitations
1. Covered Scope
  The service covers only the parts of the system that were installed and customized by Cybernetics+ and only for user licenses authorized by Cybernetics+.
2. Voiding of Agreement
  This agreement shall be terminated immediately if the Customer independently modifies, customizes, or adds to the system.
3. General Exclusions
  Cybernetics+ shall not be obligated to provide support for issues arising from
  1. Unauthorized modifications or customizations to the Software.
  2. Any software product other than the Software itself.
  3. Improper or unauthorized use of the Software, including misuse or operator error.
  4. Faults originating from the Customer's computer hardware or network.
  5. Any programs used in conjunction with the Software that were not provided by Cybernetics+.
  6. The Customer's failure to install a new Software release provided by Cybernetics+ within 30 days.
  7. Utilizing Software elements in any combination not specified within the operating instructions supplied by Cybernetics+.
  8. Using the Software with computer hardware, operating systems, or supporting software other than the Specified Equipment.
  9. Any modifications, configurations, or alterations made to the system architecture, database structure, user workflows, or system reports using built-in customization tools (including but not limited to ERP Self-Adjustment Tools) by the Customer or any unauthorized third party without prior written approval from Cybernetics+. Any system errors, performance degradation, or data discrepancies resulting from such actions shall be strictly excluded from standard support and will be treated entirely as Chargeable Services.
Chargeable Services and Fees
1. Chargeable Support
  Any time spent by Cybernetics+ investigating faults that fall under the circumstances described in the exclusions (Clause 2.2.4.3 / General Exclusions) will be chargeable at their then-current rates.
2. Urgent Services and Ad-Hoc Requests
  In the event that the Customer requests immediate intervention, issue resolution, or an urgent meeting for non-critical issues (classified as Severity 3 or 4), bypassing the standard Sprint-Based Scheduling, such a request shall be deemed an "Urgent Service Request." If the Customer has not pre-purchased an applicable expedited support package, Cybernetics+ reserves the right to evaluate the request and charge a Urgent Issue Ticket Rate for the requested services. This premium rate shall be higher than the standard service rate. Furthermore, Cybernetics+ reserves the right to accept or decline any Urgent Service Requests based on the current availability of technical resources.
3. Annual Fee Payment
  The Customer shall pay the Annual Maintenance and Service Fee to Cybernetics+ on or before the Support Commencement Date. Support services will not be provided until full payment is received.
4. Annual Renewal
  To opt-out of automatic support renewal, the Customer must provide written notice of cancellation to Cybernetics+ at least 90 days before the renewal date.
5. Cancellation
  The Customer may cancel support services at any point, but no refunds (full or partial) for the annual fee will be issued.
6. Fee Increase
  Cybernetics+ reserves the right to increase the annual fee for subsequent renewal periods, with written notification provided no less than 60 days before the renewal date.

Success Pack Services
This section outlines the terms for Success Pack Services, which are designed to provide structured, on-demand support for the implementation, optimization, and enhancement of the ERP system.
1. Scope of Service
  Cybernetics+ will work closely with the Client's team to deliver targeted improvements, guidance, and support. Services may include configuration, customization, data import, training, and general guidance as outlined in the Success Pack details.
2. Service Model, Duration, and Expiration
  1. The Success Pack Services are available based on the purchased number of hours.
  2. Services are provided until the allocated hours are fully utilized or until the expiration date of the agreement, whichever comes first.
  3. All hours under the Success Pack must be utilized before the contract expiration date. Unused hours will not be rolled over to a new period unless a separate renewal agreement is made.
3. Client Responsibilities
  1. The Client must maintain an active ERP License throughout the service period.
  2. The Client shall ensure their designated team members are available for collaboration, provide timely feedback, and fulfill all required actions to facilitate successful service delivery and prevent delays.
4. Scope Modification Clause
  The Client has the right to request modifications or additions to the scope of services. Any such changes will require a mutual agreement regarding additional fees and any necessary adjustments to the project timeline, to be handled on a case-by-case basis.
5. Termination and Refunds
  1. If Cybernetics+ is unable to meet the agreed service standards, the Client may terminate the contract and request a refund for the unutilized portion of the Success Pack hours.
  2. Conversely, if the Client does not meet their obligations or fails to respond to Cybernetics+’s requests, Cybernetics+ reserves the right to suspend or terminate services without issuing refunds for any remaining hours.
ERP License Procurement Services
This section outlines the terms for services related to the procurement of ERP Licenses on behalf of the Client.
1. Scope of Service and Intermediary Role
  1. Cybernetics+ will act solely as an intermediary to purchase the ERP License from the Copyright Owner on behalf of the Client.
  2. All responsibilities regarding support, warranty, and service of the ERP License itself will be handled exclusively by the Copyright Owner. Cybernetics+ holds no responsibility for service disruptions, policy changes, or disputes between the Client and the Copyright Owner.
2. Service Duration
  This Agreement is valid for the duration of the ERP License subscription period as specified in the purchase order.
3. Client Responsibilities and Payment
  1. The Client must make full payment for the license to Cybernetics+ before Cybernetics+ proceeds with the purchase from the Copyright Owner.
  2. The Client is responsible for reading, accepting, and complying with all of the Copyright Owner’s licensing terms and policies.
4. Service Suspension and License Disruption
  1. If the Client fails to fulfill payment obligations or provide the necessary information required for the license procurement process, Cybernetics+ reserves the right to suspend its procurement service without liability or refund.
  2. Furthermore, if the Client's failure to pay on time results in the suspension or termination of the ERP License by the Copyright Owner, Cybernetics+ shall not be held responsible for any resulting service disruption or data loss. Any costs incurred for system reactivation shall be borne entirely by the Client.
5. Termination and Refunds
  If Cybernetics+ is unable to procure the ERP License as agreed upon after payment has been made, the Client may cancel the agreement and request a refund for any unprocessed transactions.
6. Scope Modification Clause
  The Client may request modifications or additions to the scope of procurement services. Any such changes shall be subject to a renegotiation of price and timeline adjustments, to be agreed upon by both parties on a case-by-case basis.
Training Services
This section outlines the terms for professional training services delivered by Cybernetics+, designed to empower Client teams with practical, hands-on knowledge.
1. Scope of Service
  1. Cybernetics+ provides training on business and technical topics, including but not limited to ERP System Training, Inventory Management Best Practices, PDPA and Cybersecurity Awareness, and other specialized topics.
  2. The training services are offered as standalone packages. This includes ERP training for new clients who did not undergo the initial implementation with Cybernetics+, as well as for existing clients requiring refresher or advanced training sessions.
  3. Cybernetics+ offers both Online and Onsite training options, allowing flexibility based on client needs. The training content can be tailored to address the Client’s specific requirements.
2. Service Delivery and Schedule
  1. Training sessions are provided on a per-day basis. The duration of each training day is typically eight hours, including breaks, unless otherwise specified.
  2. Schedules are to be mutually agreed upon between Cybernetics+ and the Client to align with the Client’s operational needs.
  3. If additional topics or sessions are required beyond the agreed training days, supplemental training may be offered at a prorated daily rate upon mutual agreement.
3. Client Responsibilities
  1. For Online Training
    The Client is responsible for ensuring their team has stable internet connectivity and a suitable environment (e.g., quiet space, necessary hardware) for virtual training sessions.
  2. For Onsite Training
    The Client must provide an appropriate training space equipped with necessary hardware (e.g., projectors, computers), seating, and any requested access to Client-specific ERP environments.
  3. The Client should designate the appropriate personnel to attend the sessions and ensure their active participation to maximize training benefits.
4. Modification, Cancellation, and Rescheduling Policy
  1. Modification
    If the Client requests modifications to the training schedule or scope, Cybernetics+ requires notice at least three (3) business days in advance for Online training and five (5) business days in advance for Onsite training. Any changes are subject to consultant availability and may incur additional fees.
  2. Cancellation (Online Training)
    Cancellations made within 24 hours of the scheduled session may incur a cancellation fee equivalent to 50% of the daily training rate.
  3. Cancellation (Onsite Training)
    Cancellations made within 72 hours of the scheduled session may incur a fee for any non-refundable travel and accommodation arrangements, in addition to a 50% charge of the daily training rate.
5. Service Level Commitment
  1. For Online Training
    Cybernetics+ will provide technical support to address any connectivity or platform issues on the provider's side during the scheduled training hours.
  2. For Onsite Training
    Cybernetics+ will ensure that qualified training personnel are present to deliver the training at the Client’s location or a mutually agreed-upon venue as scheduled.
Cybersecurity Services
This section outlines the terms for Cybersecurity services, which cover the evaluation, assessment, and penetration testing of the Client’s IT infrastructure.
1. Scope of Service
  1. Cybernetics+ will conduct a comprehensive review and testing of the Client's network, web applications, and system configurations to identify vulnerabilities and risks.
  2. Key deliverables include detailed reports and actionable recommendations to improve the Client's security measures.
2. Service Delivery and Duration
  1. Cybersecurity services are delivered as a project with a specific timeline outlined in a Statement of Work (SOW).
  2. Service delivery is subject to the Client’s timely provision of necessary access and information.
  3. If the Client requires further testing or periodic assessments, new agreements or service renewals must be negotiated and executed.
3. Client Responsibilities
  1. The Client is required to provide Cybernetics+ with full and timely access to all systems, networks, and applications within the engagement's scope, including necessary credentials and permissions.
  2. The Client must designate a primary technical point of contact for coordination.
  3. The Client is responsible for reviewing and implementing the remediation recommendations provided by Cybernetics+.
4. Confidentiality and Data Security
  1. Cybernetics+ will ensure all data and information accessed during the engagement will be handled with the highest level of confidentiality.
  2. All findings, reports, and data collected will be securely stored and shared only with authorized personnel within the Client's organization.
5. Service Modification Clause
  Should the Client request modifications or additional services (e.g., expanded testing scope), such changes will be subject to a renegotiation of the contract price and timeline, documented through a supplemental agreement.
6. Termination
  1. Either party may terminate this agreement if the other fails to meet its material obligations.
  2. In the event of termination, the Client will be invoiced for all services rendered up to the point of termination. If Cybernetics+ fails to provide the agreed-upon services, the Client may request a refund for any uncompleted phases of the engagement.
7. Service Level Commitment
  1. Cybernetics+ commits to conducting all cybersecurity assessments using industry-standard methodologies and qualified personnel.
  2. All reports and findings will be delivered within the timeline specified in the Statement of Work (SOW).
Data Analytics Solution Services
This section outlines the terms for Data Analytics Solution Services, which include Big Data Management and Advanced Data Analytics.
1. Scope of Service
  The service includes strategic consulting, data management best practices, and the implementation of analytical tools to help clients transform their data into actionable insights.
2. Service Delivery and Duration
  1. Services will be delivered within an agreed-upon project duration, as specified in a Statement of Work (SOW).
  2. If additional services are required after the initial engagement, a new agreement or renewal will be negotiated. Unused services will not carry over into a new agreement unless specifically agreed upon.
3. Client Responsibilities
  1. The Client is responsible for providing timely access to all relevant data sources, databases, and systems required for the project.
  2. The Client must designate a primary point of contact to coordinate with Cybernetics+, ensuring timely feedback and resource availability.
  3. The Client is responsible for ensuring their internal teams participate in any training and knowledge transfer processes to fully leverage the solutions provided.
4. Confidentiality and Data Security
  1. Cybernetics+ will handle all Client data with the utmost confidentiality and will comply with all applicable data protection laws and regulations.
  2. All data processed and analyzed during the project will be stored securely and shared only with authorized individuals within the Client's organization.
5. Scope Modification Clause
  The Client may request modifications or additions to the scope of services. Any changes, such as adding data sources or new analytics capabilities, will require a mutual agreement and may result in an adjustment to the project fee and/or timeline.
6. Termination
  1. If Cybernetics+ is unable to meet the agreed service standards, the Client may terminate the contract and request a refund for any unutilized portion of the services.
  2. If the Client fails to meet their obligations, Cybernetics+ reserves the right to suspend or terminate services without issuing refunds for any remaining work.
7. Service Level Commitment
  1. Cybernetics+ commits to delivering the Data Analytics solutions using qualified personnel and industry best practices.
  2. All deliverables, reports, and implementations will be completed within the timeline specified in the project's Statement of Work (SOW).

The Customer's Obligations
1. Customer's Responsibilities
  1. Grant Cybernetics+ unrestricted, cost-free access to the necessary computer facilities and resources, including but not limited to the Specified Equipment (both on-site and remotely accessible from Cybernetics+ premises), power, computer consumables, and office/administrative resources. These resources must be sufficient to enable Cybernetics+ to fulfill its obligations under this Agreement.
  2. Provide suitably qualified personnel as required for Cybernetics+ to perform its duties under this Agreement. The Customer shall ensure its employees and any independent contractors cooperate reasonably with Cybernetics+ and its personnel throughout the Project.
  3. Promptly furnish Cybernetics+ with all information and documents deemed reasonably necessary for them to properly perform their obligations under this Agreement.
  4. Ensure a designated representative from the Customer is available as reasonably required by Cybernetics+ for project execution.
  5. Use all reasonable efforts to cooperate with and assist Cybernetics+ to the extent necessary for them to fulfill their obligations under this Agreement.
2. Right to Initiate Change Requests
  Cybernetics+ reserves the right to initiate a Change Request in the event of project delays caused by the Customer's failure to meet its obligations under this Agreement. This right also extends to delays caused by acts or omissions of the Customer's employees, agents, or third-party suppliers, or by circumstances beyond Cybernetics+ reasonable control.
3. Software Defects and Acceptance
  The Customer acknowledges that, as established by legal precedent, software inherently may contain occasional defects, faults, or difficulties despite proper development and support. Acceptance of Deliverables under this Agreement shall not be unreasonably withheld due to minor software imperfections.
4. Acceptance of Deliverables and Delays
  The Customer acknowledges that all Deliverables provided by Cybernetics+ or any third party contracted by Cybernetics+ for this Agreement, are of critical importance to meeting the agreed-upon Project Plan schedule. The Customer accepts full responsibility for any delays in their acceptance of the Deliverables.
5. Project Suspension and Resumption
  1. Client-Initiated Suspension or Inaction
    If the Customer requires a temporary pause in the Project due to internal business constraints, or if the Project is delayed by more than thirty (30) days solely due to the Customer's failure to provide required inputs, attend crucial meetings, or perform testing, a formal "Project Suspension" may be enacted.
  2. Suspension Fee
    To cover the costs of resource reallocation, system environment maintenance, and knowledge retention, Cybernetics+ reserves the right to charge a Suspension Fee. This fee shall be calculated at up to a maximum of 25% of the remaining unbilled contract value, depending on the duration of the suspension and the operational impact. The exact percentage will be formally assessed and invoiced to the Customer prior to enacting the suspension.
  3. Resumption of Work
    The maximum allowable suspension period is six (6) months, unless otherwise agreed in writing. Upon the agreed resumption date, the Customer is strictly obligated to adhere to the revised Project Plan and timelines. Failure to actively resume the project on the agreed date may lead to Permanent Termination.
Change Control
1. Change Request Procedures
  1. In the event that either party identifies a necessary modification to the Specification, Software, or Project Plan, a formal Change Request document detailing the proposed changes shall be submitted to the other party.
  2. If initiated by Cybernetics+, the Change Request shall explicitly outline the impact on the Specification, Project Plan, and Price. Conversely, if initiated by the Customer, receipt of the Change Request by Cybernetics+ shall constitute a formal request for a written impact assessment on the aforementioned aspects. Cybernetics+ shall use all reasonable efforts to provide these details within twelve (12) working days of receiving the Change Request, or within another mutually agreed-upon timeframe.
2. Pricing for Changes
  If a change necessitates a price adjustment, the Rates detailed in the Specification shall serve as the basis for calculating the additional cost associated with the Change Request. Both parties will then have the opportunity to decide whether or not to proceed with the proposed change.
3. Investigation of Customer-Initiated Changes
  In the sole discretion of Cybernetics+, if a Change Request initiated by the Customer is deemed to require more than one working hour for investigation and cost estimation, Cybernetics+ reserves the right to provide a formal quotation for the investigation work before commencing. This quotation requires approval from the Customer before proceeding.
4. Implementation of Changes
  Cybernetics+ shall not implement any software modifications outlined in a Change Request unless written approval is obtained from both parties or the change is approved through Cybernetics+ designated electronic change management system.
5. Effect of Approved Change Requests
  Upon written agreement by both parties for a Change Request, the modifications shall be considered incorporated into the Specification, Software, Project Plan, and Price as defined within this Agreement.
Acceptance Tests
1. Customer Responsibilities for Acceptance Testing
  The Customer shall hold sole responsibility for conducting the Acceptance Tests.
2. Software Acceptance
  Upon successful completion of the Acceptance Tests by the Software, the Customer shall promptly accept the Software and sign Cybernetics+'s Acceptance Certificate without undue delay.
3. Retesting After Failed Acceptance Tests
  In the event the Software fails to pass the Acceptance Tests, the Customer shall collaborate with Cybernetics+ to conduct retesting promptly after the delivery of corrected software. This retesting process will continue until the Software successfully passes all Acceptance Tests.
4. Deemed Acceptance Through Live Operational Use
  The Customer's commencement of Live Operational Use, either in whole or in part, of the Software by itself or any authorized agents, contractors, or customers shall constitute deemed acceptance of the Software in its entirety.
5. Deemed Acceptance Through Distribution
  The Customer's distribution of any portion or the entirety of the Software for commercial use by its staff, authorized agents, contractors, or customers shall constitute deemed acceptance of the Software in its entirety.
6. Deemed Acceptance Through Inaction
  If, following a period of one month after Software delivery, Cybernetics+ has not received any unresolved fault reports from the Customer demonstrating that the Software fails to meet the Acceptance Tests, the Customer shall be deemed to have accepted the Software in its entirety.
7. Customer-Developed Acceptance Test Materials
  The Customer shall be responsible for creating comprehensive Acceptance Test scripts that accurately reflect the requirements outlined in the Specification. Additionally, the Customer shall provide suitable data for the Acceptance Tests. These scripts and data must be made available to Cybernetics+ no less than one month before the anticipated commencement date of Acceptance Tests, as outlined in the Project Plan.
Representatives and Progress Meetings
1. Designation of Representatives
  Upon execution of this Agreement, each party shall designate, in writing, a representative who will act on their behalf for the purposes of this Agreement. These designated representatives shall be responsible for providing any information the other party may require to fulfill their obligations under this Agreement.
2. Project Meetings
  The parties agree to convene regular meetings, either in person or via conference call as mutually agreed upon, with their designated representatives. These meetings shall occur at least once per month (or with another frequency as agreed upon) between the effective date of this Agreement and the Planned Acceptance Date. The purpose of these meetings will be to discuss and document the project's progress.
3. Project Issue Management
  The designated representative of Cybernetics+ shall maintain a comprehensive log of all issues, risks, and actions that may impact the project. The Customer's designated representative shall exercise due diligence by cooperating with the Cybernetics+ representative to mitigate risks, resolve issues, and complete
Version Upgrade Conditions (Odoo ERP Only)
1. In case the Odoo ERP system version is upgraded by Odoo.SH and the upgrade is successful, the Provider will upgrade the system for the Customer at no additional cost. However, if the version upgrade results in problems or errors related to the customer's customizations in the system, the Provider reserves the right to charge additional costs for troubleshooting and restoring the system to its normal state.
2. For customers who are using Odoo ERP Community and want to upgrade to a newer version, a clean installation (Re-Implement) is required. Since the database structure and functionality differ significantly between different versions of Odoo ERP, a Re-Implement ensures that customer data is successfully and correctly migrated to the new system. Customers will benefit from new features and performance improvements in the latest version. Since the database structure and functionality differ significantly between different versions of Odoo ERP, a version upgrade cannot be performed by updating the old system. A Clean Installation (Re-Implement) is required. The Re-Implement process involves data migration, reconfiguration and testing of the system, which ensures that customer data is successfully and correctly migrated to the new system. Customers will benefit from new features added in the latest version, such as easier usability, higher customizability and support for the latest technologies.
3. Odoo.SH only supports the latest Odoo ERP version and versions released in the last 3 years. If customers are still using older versions, they may not receive technical support or troubleshooting from Odoo.SH. It is recommended that customers regularly upgrade their system version to benefit from new features, performance improvements and better security.
Data Backup and Disaster Recovery Policy
1. For Cloud-Hosted Environments (ERP Cloud or Cybernetics+ Managed Cloud)
  1. Automated Backups
    The system provides automated incremental backups without requiring manual intervention from the Customer.
  2. Retention Policy
    Backups are strictly retained under the following schedule : 1 daily backup for 7 days, 1 weekly backup for 4 weeks, and 1 monthly backup for 3 months.
  3. Redundancy
    Data is securely stored on a replicated cloud infrastructure (e.g., Google Cloud Platform). Backups are distributed across 3 datacenters in 2 continents, with a fourth frozen copy preserved in an immutable cold storage to prevent data loss.
  4. Disaster Recovery & Uptime
    Our hosting providers guarantee a minimum of 99.9% uptime. The system's Recovery Point Objective (RPO) is 24 hours, and the Recovery Time Objective (RTO) is 24 hours. In the event of a critical server failure (System Failure), Cybernetics+ will respond within the timeframe specified in our Support SLA (Severity 1 : 4 working hours) and coordinate with the cloud provider to restore the system to the most recent stable backup.
2. For On-Premise Environments (Customer-Hosted)
  1. Customer Responsibility
    As stated in the Project Terms, for systems hosted on the Customer's own servers or designated third-party providers, the Customer holds complete responsibility for implementing, managing, and verifying their own data backup and archiving policies.
  2. Restoration Support
    Should a system failure occur, Cybernetics+ will provide technical support to assist the Customer in restoring the software environment and database from the Customer's own backup files. This service is chargeable at standard service rates unless covered under an active Maintenance and Service Agreement (MASA).
Warranties
This warranty applies specifically to the Software and Deliverables provided under the Implementation Services (Section 2.1). It does not extend to other services such as MASA, Training, or License Procurement, which are governed by their respective service commitments.
1. Limited Warranty
  Cybernetics+ warrants that the Software, with minor interruptions and errors excluded, will perform substantially in accordance with the agreed-upon Specification when used on the Specified Equipment.
2. Exclusions from Warranty
  The warranty outlined in Clause 9.1 shall not apply if a performance failure arises from any of the following causes
  1. Computer equipment or software other than the Software delivered by Cybernetics+.
  2. Unauthorized modifications or customizations made to the Software by or on behalf of the Customer.
  3. Improper use of the Software (including misuse).
  4. Force Majeure events.
3. Warranty Claim Process
  In the event that Cybernetics+ receives a written notice from the Customer alleging a breach of the warranties outlined in Clause 9.1, or if Cybernetics+ otherwise discovers a non-compliance with these warranties, Cybernetics+ shall, at its own expense, promptly remedy such breach or non-compliance. However, Cybernetics+ shall not be held liable or obligated under these warranties unless a written notification regarding the defect or error is received within the Warranty Period.
Licenses, Ownership, and Transfer of Ownership of Intellectual Property Rights
1. Upon full payment of the Price, Cybernetics+ hereby transfers and assigns to the Customer the ownership of all Intellectual Property Rights in the Software, except where otherwise expressly agreed upon in writing.
2. For the avoidance of doubt, the transfer of ownership under this Clause 10.1 does not grant the Customer any rights to the Specification or any other materials or documentation related to the Software.
3. The Customer acknowledges that Cybernetics+ retains all rights, title, and interest in and to the underlying technology used to develop the Software, including but not limited to its proprietary algorithms, methodologies, and know-how.
4. The Customer shall not, without the prior written consent of Cybernetics+, disclose, copy, reproduce, sublicense, or otherwise make available to any third party any portion of the Software or any related Intellectual Property Rights.
5. The Customer shall use the Software solely for its own internal business purposes and shall not, without the prior written consent of Cybernetics+, use the Software for any commercial purpose or for the benefit of any third party.
6. Source Code Handover for On-Premise Deployments
  Specifically for On-Premise system deployments, the physical transfer of the Software's source code to the Customer shall only occur after Cybernetics+ has received one hundred percent (100%) of the agreed Price. Until such full payment is cleared, Cybernetics+ retains full access control, and the Customer shall not request or attempt to access the source code.
7. The Customer shall indemnify and hold harmless Cybernetics+ from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of this Clause 10.1.
8. Dependency and Rental Rights of C+ Extension Modules
  1. The C+ Extension Modules installed by Cybernetics+ to reduce Implementation time and lower development costs for the Customer are provided strictly on a "Rental Basis," and do not constitute a perpetual sale or transfer of ownership.
  2. Any system modifications (Customizations) or additional modules developed for the Customer may link to or heavily rely on the functionality of the C+ Extension Modules. If the Customer fails to renew the Maintenance and Services Agreement (MASA) or terminates the services, Cybernetics+ shall permanently remove the C+ Extension Modules from the Customer's system.
  3. Such removal will render the dependent Customizations and any newly developed modules (including standalone modules operating on the same architectural layer) completely inoperable (100%). To assist with this transition and prevent business disruption, Cybernetics+ may offer alternatives such as a perpetual license buyout or a system rollback service. However, should the Client choose not to proceed with these options, Cybernetics+ accepts no liability whatsoever for any loss of system functionality or damages resulting from the removal of these extension modules.
Proprietary Rights
1. Intellectual Property Indemnity
  1. Cybernetics+ shall indemnify and hold harmless the Customer from and against any and all costs, claims, demands, expenses, and liabilities (of whatsoever nature) arising out of or in connection with any legal claim alleging that the use or possession of the Software infringes upon the intellectual property rights of a third party. This condition is subject to the infringement not being a result of any deliberate or intentional action by Cybernetics+.
  2. The Customer shall promptly notify Cybernetics+ in writing of any allegations of infringement of which they become aware. The Customer shall refrain from making any admissions of guilt without Cybernetics+'s prior written consent.
  3. At Cybernetics+'s request and expense, the Customer shall grant them the right to conduct and/or settle any negotiations or litigation arising from such a claim. Cybernetics+ shall assume control of such proceedings within ten (10) working days of receiving notification of the claim and shall diligently pursue its settlement.
  4. The Customer shall provide all reasonable assistance to Cybernetics+ with any negotiations or litigation at their request. The Customer shall be reimbursed by Cybernetics+ upon demand for all reasonable expenses incurred in providing such assistance.
2. Infringement Resolution
  If a court of competent jurisdiction determines that the Customer's use or possession of the Software, or any portion thereof, in accordance with this Agreement infringes upon a third party's intellectual property rights, then Cybernetics+ shall, at its own expense and promptly
  1. Procure for the Customer the legal right to continue using and possessing the Software or the infringing part.
  2. Modify or replace the Software (or the infringing part) to avoid infringement, without negatively impacting the overall performance of the Software.
3. Termination for Unremediable Infringement
  If, in Cybernetics+'s judgment, the remedies outlined in Clause 11.2 are not feasible, the Customer shall return the Software subject to the intellectual property claim. In return, Cybernetics+ shall refund the Customer the corresponding portion of the Price, taking into account standard depreciation. This Agreement will then immediately terminate.
Charges and Expenses
1. Payment for Project Services
  As consideration for Cybernetics+ performing the Project, the Customer shall pay Cybernetics+ the Price. The Price will be invoiced to the Customer in accordance with the specified proportions outlined in the Specification and subject to the payment terms set forth in Clause 13.
2. Payment for Additional Services
  For any Additional Services rendered, the Customer shall compensate Cybernetics+ for the invoiced amounts based on the Rates established within the Specification.
3. Payment for Out-of-Pocket Expenses
  Unless otherwise agreed upon in writing, the Customer shall reimburse Cybernetics+ for all reasonable travel, accommodation, and other out-of-pocket expenses incurred by Cybernetics+ staff while performing work on the Project. Car mileage will be charged at a rate of 15 baht per kilometer per officer.
Terms of Payment
1. Payment Terms
  All invoiced amounts owed by the Customer to Cybernetics+ shall be paid within fifteen (15) days of invoice receipt. Unless otherwise mutually agreed upon in writing, all payments under this Agreement shall be made in Thai Baht.
2. Annual Rate Adjustments
  Cybernetics+ reserves the right to adjust the Rates stipulated in this Agreement at the beginning of each subsequent year, commencing on the Acceptance Date. These adjustments will be made at Cybernetics+'s sole discretion.
3. Value Added Tax (VAT)
  All monetary amounts specified within this Agreement exclude VAT. The Customer shall be responsible for paying VAT at the prevailing rate, as mandated by law, upon presentation of a valid tax invoice.
4. Late Payment Interest
  Without prejudice to any other rights granted to Cybernetics+ under this Agreement, the Customer shall be subject to a late payment fee if any invoiced amount remains unpaid for more than fourteen (14) days past the due date. This late payment interest will accrue daily on the outstanding balance from the invoice date at the rate permitted under The Commercial Debt (Late Payment) Act B.E. 2541 (พระราชบัญญัติการชำระหนี้ล่าช้าในธุรกรรมทางการค้า พ.ศ. 2541).
Liability and Insurance
1. Insurance Coverage
  Throughout the term of this Agreement, Cybernetics+ shall maintain comprehensive insurance policies, including employer's liability, third-party liability, and product liability coverage. This insurance shall apply to liabilities arising from or connected with this Agreement and shall hold a maximum value of signed quotation amount. The insurers shall be reputable companies. Upon request, Cybernetics+ shall provide the Customer with copies of the relevant insurance certificates as proof of current coverage. Cybernetics+ shall undertake reasonable commercial efforts to pursue claims under these insurance policies.
2. Indemnity for Personal Injury or Death
  Cybernetics+ shall indemnify and hold harmless the Customer from any claims arising from personal injury or death caused by the negligence of its employees while performing their duties under this Agreement. This indemnity also applies to any personal injury or death resulting from defects in any products supplied pursuant to this Agreement.
3. Indemnity for Property Damage
  Cybernetics+ shall indemnify and hold harmless the Customer from any direct damage to tangible property caused by the negligence of its employees while performing their duties under this Agreement. Additionally, this indemnity covers direct damage caused by defects in any products supplied pursuant to this Agreement. Cybernetics+'s total liability under this Clause is limited to the signed quotation amount for any single incident or a series of connected events.
4. General Limitations of Liability
  1. Excluding claims for death or personal injury arising from Cybernetics+'s negligence, Cybernetics+ shall not be liable for any damages resulting from
    1. Loss of or corruption of data or information.
    2. Loss of goods, use, profits, business, anticipated savings, goodwill, or similar losses.
    3. Indirect or secondary consequences of any act or omission by Cybernetics+, regardless of foreseeability.
  2. Cybernetics+ shall not be held liable for any damages stemming from the Misuse of the Software.
5. Maximum Liability
  With the exception of personal injury, death, and damage to tangible property as outlined above, Cybernetics+'s maximum total liability to the Customer under this Agreement (or otherwise) for any cause whatsoever shall be limited to direct costs and damages only. This shall be determined by the greater of
  1. The value of Cybernetics+'s comprehensive insurance coverage as stipulated in Clause 14.1.
  2. The sum paid to Cybernetics+ for the products or services relevant to the Customer's claim, plus an additional 25% of that amount to cover any extra costs directly, reasonably, and necessarily incurred by the Customer in obtaining alternative products or services.
6. Reasonableness of Limitations
  Both parties acknowledge and agree that the limitations outlined in this Clause 14 are fair and reasonable in light of all relevant circumstances.
7. Statutory Rights and Exclusion of Unassumed Liability
  The Customer's statutory rights as a consumer (if applicable) remain unaffected. This Agreement excludes all liabilities not expressly assumed within its terms.
8. Scope of Application
  These limitations on liability apply regardless of the cause of action, whether it arises from statute, contract, tort (including negligence), or any other legal theory. For the purposes of this Clause, "Cybernetics+" encompasses its employees, subcontractors, and suppliers. All aforementioned entities shall benefit from the limitations and exclusions of liability established in this Clause, as permitted by the Contract for the Benefit of a Third Party under Section 374 of the Civil and Commercial Code.
9. Exclusion of Fraudulent Misrepresentation
  Nothing within this Agreement operates to exclude or limit liability for fraudulent misrepresentation.
Termination
1. Agreement Term
  This Agreement shall remain in full force and effect until the Project's successful completion. However, either party may terminate the Agreement by providing written notice to the other party at least forty five (45) days in advance. Additionally, termination may occur under the provisions outlined in this Clause 15 or elsewhere within this Agreement.
2. Termination for Cause
  Either party may bring about immediate termination of this Agreement through written notification to the other party under the following circumstances
  1. A material breach of any Agreement term occurs by the other party. If the breach is curable, the non-breaching party must grant the breaching party thirty (30) days to remedy the breach upon written notification.
  2. The other party undergoes an administration order, experiences the appointment of a receiver, administrative receiver, or similar official, or has an encumbrancer take possession of any of its assets. Additionally, termination can occur if the other party enters into a composition agreement with its creditors, ceases or threatens to cease business operations, becomes insolvent, or demonstrates an inability to pay its debts as they become due.
3. Termination Due to Prolonged Suspension or Client Inaction
  Cybernetics+ reserves the right to permanently terminate this Agreement if a Project Suspension exceeds the mutually agreed timeframe (e.g., beyond 6 months), or if the Customer demonstrates a continued inability to fulfill their obligations upon project resumption. In the event of such termination, all prior payments made by the Customer shall be retained by Cybernetics+ as non-refundable preliminary damages. Furthermore, Cybernetics+ shall calculate the percentage of work completed up to the date of suspension, and the Customer shall remain liable to pay for any completed but unbilled work within fifteen (15) days of receiving the final invoice.
4. Return of Materials and Confidential Information Upon Termination
  Upon termination of this Agreement, Cybernetics+ shall promptly return to the Customer all materials, documentation, and any Confidential Information belonging to the Customer. This includes all copies, whether full or partial. At the Customer's request, Cybernetics+ shall destroy such materials and provide written certification of their destruction.
5. Effect of Termination
  Termination of the License or this Agreement, regardless of cause, shall not impact any accrued rights or liabilities of either party. Additionally, it shall not affect the enforceability of any provision expressly or implicitly intended to survive termination.
6. Post-Termination Payment Calculation
  In the event of Agreement termination, Cybernetics+ shall determine a project completion percentage by comparing completed tasks against the project plan. The Customer shall then compensate Cybernetics+ for an equivalent percentage of the Price. Cybernetics+ shall provide evidence of completed tasks to the Customer through demonstrations of working functionality or the source code.
Confidentiality
1. Confidentiality Obligations
  1. During the term of this Agreement and afterward, both parties shall treat all Confidential Information belonging to the other party, its Customers, suppliers, or clients as confidential. This obligation also extends to procuring that their respective personnel treat such information with confidentiality.
  2. Except for the proper provision of services required to fulfill the Project, neither party shall disclose or use any Confidential Information belonging to the other party. This restriction also applies to their respective personnel.
2. Exceptions to Confidentiality
  The provisions of Clause 16.1 shall not apply to the disclosure of Confidential Information in the following instances
  1. Disclosure to either party's own employees with a legitimate need to access the information.
  2. Disclosure to auditors, a Revenue Department officer, a Customs officer, a court of competent jurisdiction, a governmental body, or an applicable regulatory authority. Additionally, disclosure may be made to any other persons or entities with a legal right, duty, or obligation to know the other party's business, but only to the extent necessary to fulfill such right, duty, or obligation.
3. Maintaining Confidentiality by Disclosed Parties
  Both parties undertake to ensure that any person or entity mentioned in Clause 16.2 is made aware of the confidential nature of the information before any disclosure occurs. These entities must also acknowledge their duty of confidentiality to the other party.
4. Notification of Confidentiality Breaches
  Each party shall promptly notify the other party upon discovering any breach of confidentiality by a recipient of any part of the Confidential Information. The notifying party shall also provide all reasonable assistance to the other party in connection with any legal proceedings initiated against such a person for the breach of confidentiality.
5. Survival of Confidentiality Obligations
  The provisions of this Clause 16 shall remain enforceable even after the termination of this Agreement. However, the restrictions set forth in Clause 16.1 shall no longer apply to any information that enters the public domain through legitimate means, excluding unauthorized disclosure.
6. Ownership of Developed Inventions and Software
  Nothing within this Clause 16 shall prevent Cybernetics+ from exploiting (utilizing) any inventions or software it develops during the Agreement's term.
Non-Solicitation of Employees
1. For the term of this Agreement and for a subsequent period of twelve (12) months following its termination, neither party shall solicit or make offers of employment to any of the other party's employees without obtaining prior written consent from the other party.
2. The term "Employ" in this Clause 17.1 encompasses the engagement of such individuals as employees, directors, contractors, or subcontractors, either directly or indirectly. This includes recruitment through employment agencies or other companies.
Data Protection
1. Compliance with Data Protection Laws
  Both parties agree to comply with the provisions of the Personal Data Protection Act (PDPA / พ.ร.บ. คุ้มครองข้อมูลส่วนบุคคล พ.ศ. 2562) and any relevant subsequent legislation insofar as it pertains to the provisions and obligations outlined in this Agreement.
2. Customer Responsibility for Data Protection
  The Customer bears sole responsibility for ensuring that the Software is not used in any manner that violates current data protection legislation. To avoid any ambiguity, Cybernetics+ shall accept no liability whatsoever for any such infringement or alleged infringement.
Interpretation
1. General Rules of Interpretation
  Throughout this Agreement, the following interpretations shall apply, unless the context necessitates otherwise
  1. Wording that suggests a specific gender applies to all genders.
  2. Words used in the singular form encompass the plural form, and vice versa.
  3. Terminology referring to individuals also applies to firms, companies, and corporations, and vice versa.
  4. References to numbered clauses and schedules pertain to the relevant clause within this Agreement or the relevant schedule attached to it.
  5. References within any schedule of this Agreement to numbered paragraphs relate to the numbered paragraphs of that specific schedule.
  6. Headings used for clauses, schedules, and paragraphs within this Agreement do not hold any interpretive weight.
  7. Any reference to a statute includes reference to that enactment with any amendments or replacements made over time, and also encompasses any subordinate legislation or byelaws enacted under that statute.
  8. Any obligation placed on a party that prohibits them from doing or neglecting to do something also includes an obligation to prevent that action or inaction from occurring.
  9. A party agreeing to perform an action is considered to have fulfilled that obligation by procuring its completion.
2. Priority in Case of Conflict
  In the event of any conflict or ambiguity between a provision within the main body of this Agreement and a provision contained in any Schedule, the provision in the body of this Agreement shall take precedence.
Relationship of the Parties
1. Independent Contractor Relationship
  This Agreement shall not be construed as or give rise to any partnership, joint venture, agency, fiduciary relationship, or any other relationship between the parties beyond the express contractual relationship established herein.
2. Contractor Independence
  This Agreement does not create an employer-employee relationship between the Customer and Cybernetics+ or its personnel. The Customer shall not have the authority to require Cybernetics+ or its personnel to perform any work outside the scope of this Agreement.
Entire Agreement and Modification
1. Entire Agreement
  This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
2. Modification
  1. This Agreement may not be released, discharged, supplemented, interpreted, amended, varied, or modified in any manner except by a written instrument signed by a duly authorized officer or representative of each party.
  2. No waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.
  3. No course of performance or conduct of any party shall be deemed to modify this Agreement or constitute a waiver of any provision hereof.
  4. In the event of any conflict between the provisions of this Agreement and any schedule or exhibit attached hereto, the provisions of this Agreement shall prevail.
Assignment
1. General Prohibition on Assignment
  This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns. However, subject to Clause 22.2 below, neither party may assign this Agreement, nor any rights, licenses, or obligations arising hereunder, without the prior written consent of the other party.
2. Exceptions to Assignment Prohibition
  1. Notwithstanding the foregoing, either party may assign this Agreement to any entity that acquires all or substantially all of the assigning party's equity securities, assets, or business relating to the subject matter of this Agreement. Additionally, assignment may be made to any entity controlled by, controlling, or under common control with a party to this Agreement.
  2. Any attempted assignment in violation of this Clause 22 shall be null and void.
Entire Agreement and Supersession
1. Entire Agreement
  This Agreement constitutes the complete understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
2. Pre-Existing Non-Disclosure Agreements
  The obligations of the parties under any pre-existing non-disclosure agreement shall remain in full force and effect, provided there is no conflict between such agreements and this Agreement.
3. Reliance on Representations
  The parties acknowledge and confirm that they have not entered into this Agreement in reliance upon any representation that is not expressly incorporated herein.
Force Majeure
Excuse for Non-Performance, Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control. Such causes shall include, but not be limited to : Acts of God (e.g., natural disasters), War, Riot, Malicious acts of damage, Fire, Acts of any government authority, Failure of the public electricity supply, Strike, Lock-out, or Labor dispute or the apprehension of a labor dispute (regardless of whether the settlement of the matter rests with the party in question)
Notice Provisions
1. Method of Communication
  All notices provided under this Agreement shall be in writing.
2. Delivery of Notices
  Notices shall be deemed to have been duly given as follows
  1. Upon delivery by courier or other messenger service (including registered mail) during the recipient's normal business hours.
  2. Upon transmission by fax or email, provided that no transmission report or return receipt indicating failed transmission is generated.
  3. On the fifth business day following mailing if sent by Thailand Post (Registered Mail)
  4. On the tenth business day following mailing if sent by prepaid airmail.
3. In all cases, notices shall be addressed to the most recent address, email address, or facsimile number notified by the other party.
Incorporation of Schedules
Schedules as Integral Part, The provisions contained within the Schedules attached to this Agreement shall be considered an integral part of this Agreement and shall have the same force and effect as if fully incorporated herein.
Binding Effect and Successors
1. Binding Effect on Successors and Assigns
  This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective successors, and permitted assigns. Any reference to a "Party" within this Agreement shall be inclusive of its successors and permitted assigns.
2. Successor Identification
  For the purposes of this Agreement, references to a "Party" encompass the following
  1. Any person who, through assignment, novation, or other legal means, becomes entitled to that party's rights under this Agreement (or any interest in those rights).
  2. Any administrator, liquidator, or other legal representative entitled to exercise those rights.
3. In particular, such references include any person to whom these rights (or any interest therein) are transferred or otherwise conveyed as a result of a merger, division, reconstruction, or other form of corporate reorganization involving that party. For this purpose, references to a Party's rights under this Agreement include any similar rights acquired by another person through a novation of this Agreement.
Waiver and Severability
1. No Waiver by Delay
  Neither party's delay, neglect, or forbearance in enforcing any term or condition of this Agreement against the other party shall be construed as a waiver or otherwise prejudice any rights arising under this Agreement.
2. Cumulative Rights and Remedies
  No right, power, or remedy conferred upon or reserved for either party under this Agreement is exclusive of any other right, power, or remedy available to that party.
3. Effect of Unenforceable Provisions, In the event that any provision of this Agreement is deemed unlawful, void, or unenforceable by law or a court judgment, such provision shall be severed from this Agreement to the minimum extent necessary to render it ineffective, without affecting the remaining provisions hereof. The enforceability and validity of the remaining Agreement shall not be affected in any way
Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and together shall constitute one and the same instrument
Time of the Essence
Strict Adherence to Timelines, All timeframes, dates, or periods specified in this Agreement, or subsequently agreed upon in writing by the Parties, shall be considered of the essence.
Subcontracting and Right to Subcontract
1. Cybernetics+ may, upon obtaining the prior written consent of the Customer (which consent shall not be unreasonably withheld or delayed), subcontract any or all of its obligations under this Agreement.
2. Cybernetics+ shall nonetheless remain fully liable for the performance of such subcontracted obligations and shall indemnify the Customer against any loss or damage suffered by the Customer arising from any act or omission of any such agents or subcontractors.
Costs and Expenses
Allocation of Expenses, Each party shall be responsible for its own legal fees, other costs, and expenses incurred in connection with the drafting, negotiation, execution, and registration (if applicable) of this Agreement.
Right of Setoff
Setoff of Debts, In the event that either party incurs a liability towards the other party, arising from this Agreement or otherwise, regardless of whether the liability is a fixed amount (liquidated) or an unspecified amount (unliquidated), each party shall have the right to set off the amount of such liability against any sum that would otherwise be payable to the other party under this Agreement.
Exclusion of Third-Party Rights
The parties expressly affirm their intention that no third party shall acquire any rights under this Agreement. Consequently, the Contract for the Benefit of a Third Party under Section 374 of the Civil and Commercial Code (สัญญาเพื่อประโยชน์ของบุคคลที่สาม ตามมาตรา 374 ของประมวลกฎหมายแพ่งและพาณิชย์) shall not apply to this Agreement.
Dispute Resolution
1. Notice of Dispute
  For the purposes of this Clause 35, a dispute shall be considered to have arisen when one Party serves a written notice (excluding email) to the other Party, clearly outlining the nature of the dispute.
2. Dispute Resolution Process
  1. Any disagreement arising between the parties concerning this Agreement shall be resolved through the following process
    1. Within 7 days of the notice of dispute, representatives of both Parties shall meet and attempt to reach a mutually agreeable settlement.
    2. If the initial representatives fail to reach an agreement, a director or partner from each Party shall convene within the following 7 days to attempt resolution through mutual agreement.
    3. If the dispute remains unresolved and is technical in nature, pertaining to the functions or capabilities of the Software or any similar or related matter, it shall be referred for final settlement to an expert. This expert will be jointly nominated by both Parties. In the absence of a joint nomination within 14 days of either Party's request to the other, the President of the Computer Association of Thailand under the Royal Patronage (สมาคมคอมพิวเตอร์แห่งประเทศไทย ในพระบรมราชูปถัมภ์) shall appoint the expert upon the request of either Party. The expert shall act in the capacity of an advisor, not an arbitrator. Their decision (excluding clerical or obvious errors) shall be final and binding upon both Parties, with the associated fees split equally unless the expert determines that one Party's conduct warrants them bearing all such fees.
  2. In any other case, if the dispute remains unresolved, it shall be determined by a competent court in Thailand via Thai Statutory Law. Both Parties hereby submit to the exclusive jurisdiction of that Court for such purposes.
Governing Language
English Prevails, This Agreement is solely executed in the English language. In the event of any discrepancy or conflict between the English language version of this Agreement and any translation thereof into another language, the English language version shall be the controlling and definitive interpretation.