Please read these Terms of Service carefully. These terms govern your use of the SyncEdge website at syncedge.tech and, together with any written project agreement or statement of work, the professional services provided by SyncEdge Solution Co., Ltd. By accessing our website or engaging our services, you agree to be bound by these terms.
Acceptance of Terms
By accessing or using the website at syncedge.tech or by engaging SyncEdge Solution Co., Ltd. ("SyncEdge", "we", "our", or "us") for software development or consulting services, you ("Client", "you", or "your") agree to be bound by these Terms of Service and our Privacy Policy, which is incorporated herein by reference.
If you are entering into these terms on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity. If you do not have such authority, or do not agree to these terms, you must not use our website or services.
For B2B service engagements, a separately executed Statement of Work (SOW) or Project Agreement will govern the specific scope, timeline, and commercial terms. In the event of conflict, the executed project agreement will take precedence over these general Terms of Service.
Service Description
SyncEdge is a software development and technology consulting company based in Bangkok, Thailand, specialising in compliance-first software solutions for regulated industries, including healthcare, banking, and insurance. Our services include but are not limited to:
- Custom software development — design, development, testing, and deployment of bespoke web and mobile applications
- System integration — connecting disparate business systems, APIs, and third-party platforms
- Technical consulting — architecture reviews, technology roadmap planning, and compliance advisory
- Maintenance & support — post-delivery support, bug fixes, updates, and performance optimisation under separate support agreements
- Proof-of-concept development — rapid prototyping and demonstration builds to validate technical feasibility
The specific services to be delivered for any engagement are defined in a written project proposal or Statement of Work agreed by both parties prior to commencement.
Engagement & Proposals
3.1 Fixed-Scope Engagements
SyncEdge operates on a fixed-scope, proposal-based model. Each engagement begins with a discovery conversation to understand your requirements. We then issue a written proposal specifying:
- The agreed scope of work and specific deliverables
- Project timeline and key milestones
- Fees, payment schedule, and commercial terms
- Assumptions and exclusions
- Change request procedure
No engagement commences until both parties have executed (signed) the proposal or a separate Statement of Work, and any required deposit payment has been received.
3.2 Enquiries via Website
Submitting a contact form on our website is an expression of interest only. It does not constitute an offer to purchase services, nor does it create any contractual obligation on either party. We will respond to enquiries promptly but reserve the right to decline any engagement at our discretion.
3.3 Proposal Validity
Unless otherwise stated on the face of the proposal, all proposals are valid for 30 calendar days from the date of issue. After this period, pricing and timeline estimates may be subject to revision.
3.4 Scope Changes
Any changes to the agreed scope of work must be documented in a written Change Request, approved by both parties, before additional work is undertaken. Scope changes may result in adjustments to the project fee and timeline.
Deliverables & Acceptance
Deliverables will be provided as specified in the applicable proposal or SOW.
- Acceptance criteria — deliverables are considered accepted if the Client does not provide written notice of material defects within the review period specified in the proposal (typically 7–14 business days)
- Defects — SyncEdge will remedy material defects in deliverables that are reported during the acceptance review period at no additional charge
- Client obligations — the Client is responsible for providing timely access to necessary systems, data, personnel, and approvals. Delays attributable to the Client may extend project timelines accordingly
- Third-party dependencies — project timelines are subject to the availability and performance of third-party systems outside our control; we will notify the Client promptly of any such delays
Payment Terms
Payment terms are specified in each project proposal. Unless otherwise agreed in writing:
- A deposit (typically 30–50% of the project fee) is due upon signing of the project agreement to secure our team's capacity
- Subsequent milestone payments are invoiced on completion of agreed project stages
- Invoices are due within 15 business days of issue unless otherwise stated
- Late payments may attract interest at the rate prescribed under Thai law plus an administrative fee, at SyncEdge's discretion
- All fees are quoted exclusive of VAT. Where applicable, VAT will be added at the rate prescribed by Thai law at the time of invoicing
SyncEdge reserves the right to suspend work in the event of overdue invoices, after providing 5 business days' written notice.
Intellectual Property
6.1 Client Ownership of Custom Work
Upon receipt of full and final payment for an engagement, SyncEdge assigns to the Client all rights, title, and interest in the custom software, source code, and documentation specifically created for that engagement, unless otherwise agreed in writing.
6.2 SyncEdge Retained Rights
SyncEdge retains ownership of:
- Pre-existing IP — all methodologies, frameworks, libraries, tools, know-how, and code that existed prior to the engagement or that are developed independently of the project
- Generic components — reusable components, utilities, and boilerplate code that are not specific to the Client's business or data
Where a deliverable incorporates SyncEdge's pre-existing IP or generic components, SyncEdge grants the Client a perpetual, non-exclusive, royalty-free licence to use such components as incorporated in the deliverable.
6.3 Open-Source Components
Deliverables may incorporate open-source software components. SyncEdge will disclose any open-source components used and their applicable licences. The Client is responsible for complying with the terms of those licences in their use of the deliverables.
6.4 Website Content
All content on the SyncEdge website (syncedge.tech), including text, graphics, logos, and brand assets, is the property of SyncEdge Solution Co., Ltd. and is protected by Thai and international copyright law. You may not reproduce, distribute, or create derivative works without our prior written consent.
Confidentiality
Both parties acknowledge that during the course of an engagement they may receive confidential information belonging to the other party. Each party agrees to:
- Hold the other party's confidential information in strict confidence using at least the same degree of care it applies to its own confidential information (and in no event less than reasonable care)
- Not disclose confidential information to any third party without the prior written consent of the disclosing party, except to employees and contractors who need to know such information to perform obligations under the engagement
- Not use confidential information for any purpose other than performing or receiving the services
These obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, was rightfully known to the receiving party before disclosure, or is required to be disclosed by law or court order.
Confidentiality obligations survive termination of any engagement for a period of five (5) years, or indefinitely for trade secrets.
Warranties & Representations
8.1 SyncEdge Warranties
SyncEdge warrants that:
- Services will be performed by qualified professionals with reasonable skill and care
- We have the right to enter into these terms and to grant the intellectual property rights described herein
- Deliverables will materially conform to the agreed specifications at the time of delivery
8.2 Disclaimer of Other Warranties
Except as expressly stated above, the SyncEdge website and informational materials are provided "as is" without warranty of any kind. We disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by Thai law.
We do not warrant that our website will be uninterrupted, error-free, or free of viruses or other harmful components.
8.3 Client Representations
The Client represents and warrants that:
- It has full authority to enter into any project agreement and to grant SyncEdge the access and permissions required to perform the services
- Any materials or data provided to SyncEdge do not infringe the rights of any third party
- It will use deliverables in compliance with all applicable laws and regulations
Limitation of Liability
Important: Please read this section carefully as it limits SyncEdge's liability to you.
To the maximum extent permitted by applicable Thai law:
- Cap on liability — SyncEdge's total cumulative liability to you for any claims arising out of or related to these terms or any project engagement (whether in contract, tort, statute, or otherwise) shall not exceed the total fees paid by you to SyncEdge under the relevant project agreement in the 12 months preceding the claim
- Exclusion of indirect losses — in no event shall SyncEdge be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of revenue, loss of data, loss of business, or loss of goodwill, even if SyncEdge has been advised of the possibility of such damages
- Website use — SyncEdge is not liable for any damages arising from your use of, or inability to use, this website or reliance on information published on it
Nothing in these terms limits liability that cannot be limited under Thai law, including liability for death or personal injury caused by negligence, or fraud.
Indemnification
The Client agrees to indemnify, defend, and hold harmless SyncEdge and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:
- Your violation of these Terms of Service
- Your use of deliverables in a manner inconsistent with the project agreement or applicable law
- Any materials, data, or third-party content you provide that infringes the rights of a third party
- Your breach of any representation or warranty made in these terms
Termination
11.1 Termination by Either Party
Either party may terminate a project engagement by providing written notice to the other party. Specific notice periods and procedures for termination will be defined in the applicable project agreement or SOW.
11.2 Termination for Cause
Either party may terminate immediately upon written notice if the other party:
- Materially breaches these terms or the project agreement and fails to cure the breach within 14 calendar days of written notice
- Becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to insolvency or liquidation proceedings
11.3 Effect of Termination
Upon termination:
- The Client shall pay for all work completed up to and including the effective termination date, including any non-cancellable third-party costs incurred on the Client's behalf
- SyncEdge will deliver to the Client all work in progress and associated materials for which payment has been received
- Each party will promptly return or destroy the other party's confidential information upon request
- Provisions of these terms that by their nature survive termination (including intellectual property, confidentiality, limitation of liability, and governing law) shall continue in effect
Website Use
When using this website you agree not to:
- Use the website for any unlawful purpose or in any way that violates applicable Thai or international law
- Attempt to gain unauthorised access to any part of the website or its supporting infrastructure
- Transmit any spam, malware, or other harmful or disruptive content
- Scrape, crawl, or harvest data from the website in a manner that places an unreasonable load on our servers
- Impersonate SyncEdge or any person or entity, or misrepresent your affiliation with any person or entity
We reserve the right to block access to the website to any user who violates these terms.
Governing Law & Dispute Resolution
These Terms of Service and any project agreement between you and SyncEdge are governed by and construed in accordance with the laws of the Kingdom of Thailand, without regard to conflict of law provisions.
13.1 Amicable Resolution
In the event of any dispute, controversy, or claim arising out of or relating to these terms, the parties agree first to attempt to resolve the matter through good-faith negotiations. Either party may initiate this process by delivering written notice describing the dispute. The parties will negotiate for at least 30 days before resorting to formal proceedings.
13.2 Jurisdiction
If the dispute cannot be resolved through negotiation, both parties submit to the exclusive jurisdiction of the competent courts in Bangkok, Thailand. Nothing in this clause prevents either party from seeking urgent injunctive or interlocutory relief from a competent court.
Changes to These Terms
We reserve the right to update or amend these Terms of Service at any time. When we make material changes, we will update the "Last updated" date at the top of this page and, where appropriate, post a notice on our website.
Your continued use of this website after any change constitutes your acceptance of the revised terms. For ongoing project engagements, the terms in effect at the time the project agreement was executed will govern that engagement unless the Client expressly agrees to the updated terms in writing.
We encourage you to review these terms periodically. If you do not agree to any change, please discontinue use of our website and contact us to discuss any active engagement.
Contact Information
For questions about these Terms of Service, or for any legal notices required under these terms, please contact us:
Legal notices should be sent in writing to the email address above with the subject line "Legal Notice — Terms of Service". SyncEdge will acknowledge receipt of formal legal notices within 5 business days.