TERMS AND CONDITIONS OF RESERVE MEMBERSHIP (Core Member)

(the Reserve Membership Agreement )

By enrolling in the Membership, the Member agrees to be bound by this Reserve Membership Agreement set out below. By applying for or purchasing the Membership or acquiring the Privileges, the Member represents that he/she has all qualifications as required in Clause 6 (Qualifications of the Applicant/the Member). The Member agrees that the Company may from time to time amend or supplement this Reserve Membership Agreement.

This Reserve Membership Agreement is incorporated into and forms part of the Application for the Reserve Membership (Invitation only).

1.   Definition in this Reserve Membership Agreement:

a)   Applicant means the applicant who submits the Application to the Company in order to enroll in the Membership under this Reserve Membership Agreement, and for clarity purpose, reference to the Applicant shall be interchangeably equal reference to the Member, as the context requires;

b)   Application means the Application Form for Reserve Membership (Invitation only) submitted to the Company by the Member;

c)   Application Fee means the refundable application fee at the amount payable to the Company by the Member upon application submission, which is to be discussed more particularly in detail in Clause 5.1

d)   Card means the Reserve Membership Card approved and issued to the Member by the Company pursuant to the terms and conditions of this Reserve Membership Agreement;

e)   Card Reissuing Fee means the fee to be paid by the Member to the Company when the Member requests for the issuance of the new Card due to loss or damage to the Card, which is to be discussed more particularly in detail under Clause 5.3;

f)    Company means Thailand Privilege Card Company Limited;

g)   E-Privilege Manual means the E-Privilege manual and card holder manual which prescribe the terms and conditions of the Privileges and other details which are relevant to the Membership and which shall be provided to the Member by the Company once the Company has received the Application Fee and the Membership Fee;

h)   Immediate Family Member means a biological parent, step-parent, married spouse, civil union partner (with certificate legally issued by relevant authority having jurisdiction in the Member or such person s country), or children and legally adopted children of the Member;

i)    Legal Representative means a legal guardian with the authority to give consent for the applicant who is under twenty (20) years old.

j)    Member means the applicant under the Application whose Membership has been approved by the Company, and for clarity purpose, reference to the Member shall be interchangeably equal reference to the Applicant, as the context requires;

k)   Member Contact Center means a contact center of the Company or the Service Provider with which the Member may make contact via a telephone or other communication channels as stipulated in the E-Privilege manual, or as the Member shall be advised from time to time;

l)    Member Identification Number means a member identification number which the Company shall issue to the Member along with

the Card.

m) Membership means the Reserve Membership (Invitation only) under this Reserve Membership Agreement;

n)   Membership Fee means the membership fee that the Applicant shall remit to the Company for enrollment of the Membership, which is to be discussed more particularly in detail under Clause 5.2;

o)   Membership Renewal means a renewal of Membership by the Member via notification and payment of Membership Renewal Fee as discussed in Clause 2.6;

p)   Membership Renewal Fee means the fee payable by the Member to the Company upon Membership Renewal as discussed in Clause 5.5;

q)   Membership Term means the 20-year term of validity of the Membership as discussed in Clause 2.3;

r)    Membership Transfer means a one-time transfer of Membership, with the Membership Term and Privileges remaining as is at the time of transfer, to any of the Member s Immediate Family Member, without membership transfer fee as discussed in Clause 2.5;

s)   Penalty Charge means the charge to be paid by the Member to the Company pursuant to the terms and conditions of the Reserve Membership Agreement and the E-Privilege manual, which is to be discussed more particularly in detail under Clause 5.4;

t)    Prevailing Rate means the latest rate of the Membership Fee, the Card Reissuing Fee, the Penalty Charge, or the Membership Renewal Fee, announced by the Company in writing or in E-Privileges manual;

u)   Privileges means exclusive privileges for the Membership as set out in the E-Privilege manual which may be, from time to time, updated or amended by the Company;

v)   Sales Agent means an authorized representative of the Company;

w)  Service Provider means any person or any juristic entity, which may be developed from time to time, collaborating with the Company in providing the Privileges in relation to the Membership as set out in the E-Privilege manual, or as the Member shall be advised from time to time.

2.     Terms of Membership

2.1    Conditions Precedent

The Company s approval, as well as receipt of the applicant s payment of the Application Fee and the Membership Fee shall be conditions precedent for the Membership under this Reserve Membership Agreement.

2.2    Personal Information

The Member agrees that the Company may check or reveal any personal information or any information provided in the Application or provided otherwise to the Company. This consent shall survive the termination or expiration of this Reserve Membership Agreement.

2.3    Membership Term

Subject to each of the Privileges specific enjoyment period stated in Clause 4, the Membership Term shall be valid for twenty (20) years.

2.4    Membership Upgrade

The Membership is the most privileged program currently offered by the Company. The Company shall advise the Member if and when there is or are any other programs available for the upgrade in the future.

2.5    Membership Transfer

The Membership may be transferred once and only to the Member s Immediate Family Member who has qualifications as stated in Clause 6 mutatis mutandis, in which case documentary evidence attesting to proof of the Member s Immediate Family Member shall be presented to the Company. In case such documentary evidence is originally made in any other language/languages other than English, its English translation must be prepared and certified as true translation by a translator acceptable to the Company, at the costs of the Member, and attached to such documentary evidence at the time of application for transfer.

 

This one-time Membership Transfer is subject to no transfer fee, but requires the Member s written notice to be submitted to the Company at least six (6) months prior to the end of the Membership Term and is subject to the Company s verification and approval of the qualifications of the Member s Immediate Family Member.

2.6    Membership Renewal

The Membership may be renewed by the Member who shall notify the Company of the intention to renew at least one (1) year prior to the end of Membership Term and pay Membership Renewal Fee. The Membership Renewal may be renewed for five (5) years each time, without Privileges other than the privilege entry visa a renewable 5-year multiple entry visa with extendable 1-year length of stay per each entry, and the Company s approval and receipt of the Membership Renewal Fee shall be a condition precedent to each Membership Renewal.

2.7    Suspension

Membership Term (discussed in Clause 2.3), there incurs any Penalty Charge and/or other fees for which the Member is responsible but fails to fully settle within the due date so specified in the invoice. For the avoidance of doubt, the outstanding Penalty Charge and/or other fees will be treated as delinquent amount, which shall be subject to interest at the accrual rate of seven-point five (7.5) percent per annum.

2.8    Termination

(1)   Termination due to Lack of Qualifications

The Membership for the Member shall be automatically terminated once any of the Member fails to maintain any of the qualifications set out in Clause 6, or it is apparent that the information provided by any of the Member to the Company regarding the qualifications under Clause 6 is false or untrue.

(2)   Termination due to Inappropriate Conducts

The Company may terminate the Membership for the Member by giving an advance written notice to the Member upon the occurrence of any of the following events:

(a)   The Member has conducted any act which is considered to be illegal or contrary to public order or good morals and has negative impact on the images or business operations of the Company;

(b)     The Member has fraudulently used his/her Privileges; or

(c)    The Member has not complied with terms and conditions of this Reserve Membership Agreement or the E-Privilege manual.

(3)   Termination due to Government Policies

In case there is any order, rule, regulation or law announced by any related government authority which has an impact on the business operation of the Company to the effect that the Company is unable to continue its business or perform its operation as usual, the Company shall be entitled to terminate the Membership for the Member by giving an advance written notice to the Member.

(4)    Termination due to the Member s Demise

Upon all of the Member s demise, the Membership for the Member hereunder shall immediately cease to exist.

 

(5)    Rights and Duties after Termination

It is understood as follows:

(a)    In case of termination pursuant to Clause 2.8 (1) or (2) above, the Membership for the Member hereunder shall immediately become invalid whereupon the Member s right to the Privileges hereunder shall cease to exist and the Membership Fee shall also be forfeited to the Company, and the Company is entitled to demand the Penalty Charge (if any) and/or other fees, including the additional Privileges costs (if any).

(b)    In case of termination pursuant to Clause 2.8 (3) above, the Membership for the Member hereunder shall immediately become invalid whereupon the Company shall refund the remaining Membership Fee to the Member within thirty (30) days after the Card has been returned to the Company, less the Penalty Charge (if any) and/or other fees, including the additional Privileges costs, (if any).

(c)    In case of termination pursuant to Clause 2.8 (4) above, no refund of the Membership Fee shall be made to the Member s next of kin or any person entitled to or in control of the Members s estate, and the Company reserves the right to claim from the Member s estate if at the time of their demise there has incurred Penalty Charge and/or any other fees, including the additional Privileges costs, (if any) for which the Member shall be jointly and severally responsible.

3.   Service Access

3.1   The Card (physical or electronic) and the Member Identification Number are the keys to access the Privileges. The Member must activate the Card to access the complete Privileges by visiting http://www.thailandprivilege.co.th, downloading the Company s Application, or contacting the Member Contact Center. The Card must only be used by the Member whose name is printed thereon.

 

3.2   The Card or any proof of identity or any other evidence (as agreed by the Company and the Service Provider) must be shown to the Service Provider before obtaining the Privileges.

3.3    Signature as similarly appeared on the passport or on the Application shall be required from the Member for the use of any services.

4.   Privilege Usage and Benefits

4.1   The Privileges under the Membership will basically offer a privilege entry visa a renewable 5-year multiple entry visa with a maximum of 1-year length of stay per each entry.

 

It is understood that all Privileges can be referred to in the E-Privilege manual in the Company s website. It is understood also that at present the Privileges, to which the Member will enjoy throughout the Membership Term, are divided into two (2) categories, whereby those of the first category are fixed with the number of usage once, or subject to a limited number of usage per each year, throughout the Membership Term, while those of the second category are available per each year as complementary or via reduction of points yearly earned by the Member.

 

The yearly privilege points earned are currently fixed at 120 privilege points and shall be used up within the particular year earned and not be carried forward to the next year (non-accumulative), and shall also be non-transferable, and non-cashable.

 

4.2   The Company reserves the rights to charge, change, modify, cancel and/or prescribe further limitation on any of the Privileges or replace the Service Provider from time to time, without prior notice. The use of the Privileges shall be subject to the specific terms and conditions as stated in the E-Privilege manual which will be amended or supplemented which will be amended or supplemented upon such charge, change, modification, cancellation, or prescription of limitation of the Privileges, or replacement of Service Provider, and which is considered an integral part of this Reserve Membership Agreement. In case any of the limited number or the yearly points of Privileges under Clause 4.1 having been used up at any time in the future by the Member, the Member agrees to pay the Company an additional charge for additional usages of the relevant Privileges in accordance with the then applicable rate stated in the E-Privilege manual.

4.3    The Privileges are inure to and considered to be personal rights of the Member.

4.4     Liabilities & Limitations

(1)   The Company shall not be liable to the Member or a third party for any products or services provided by Service Provider to the Member for any delay and/or defect in performance of the same by any reason whatsoever. Such limitation shall cover any loss or injury or any direct, indirect, incidental, consequential, punitive, or similar damages arising out of the use or the inability to use the Privileges. This limitation applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if the Company has been advised of the possibility of such damage. The Member hereby waives any and all claims against the Company arising out of the use or inability to use the Privileges.

 

(2)    All express or implied warranties, representations, statements, terms and conditions relating to the Privileges or the Membership, not contained in the E-Privilege manual and/or herein, are excluded and considered not a part hereof, to the extent permitted by law. The aggregate liability of the Company hereunder, whether in contract, tort (including without limitation to negligence) is limited to an amount equal to the Membership Fee paid by the Member to the Company hereunder.

(3)   The Member agrees that the Company shall have the rights at all time to assign wholly or in part any or all its rights, duties, and obligations to any of its affiliates or any other person, provided that the Member are notified in writing prior to any such assignment.

5.  Fee(s) and Conditions

5.1    Application Fee

THB 50,000 (fifty thousand Baht only), inclusive of value added tax, per Membership, which is refundable in case of the Company s rejection of the Application, yet convertible into part of the Membership in case of the Company s approval of the Application.

5.2    Membership Fee

THB 5,000,000 (five million Baht only), inclusive of value added tax, per Membership.

5.3    Card Reissuing Fee

The fee to be paid by the Member to the Company when the Member requests for the issuance of the new card due to loss or damage to the Card, at the amount so prescribed in the E-Privilege manual.

5.4    Penalty Charge

Cancellation of reservation for certain services pursuant to the E-Privilege manual must be notified in advance by the Member to the Member Contact Centre in accordance with the terms and conditions as stated in the E-Privilege manual, otherwise the Member shall be responsible to pay the Penalty Charge to the Company at the applicable rate so stated in the E-Privilege manual.

5.5    Membership Renewal Fee

10% of the Membership Fee applicable at the material time of Membership Renewal.

6.  Qualifications of the Applicant/the Core Member / Next Member

The Applicant/ the Core Member / Next Member must have and maintain to have following qualifications:

 

6.1    Not having been sentenced by a judgment to imprisonment in any countries, prior to or after the Application submission, except for an offence committed to negligence;

6.2     Not having been adjudicated bankrupt;

6.3     Not having been declared as a person of unsound mind, incompetence, or quasi-incompetence;

6.4     Being allowed to stay in Thailand accordance with the immigration laws or any related law of Thailand;

6.5     Holding a foreign passport; and

6.6     All ages are eligible.

7.  Interpretation

In the event that interpretation of the terms and/or conditions of this Reserve Membership Agreement or any part of this Reserve Membership Agreement or document that is deemed a part of this Reserve Membership Agreement or any of the terms and conditions stipulated in the E-Privilege manual is needed, the Member hereby agrees that the Company s interpretation shall be conclusive. If there is any inconsistency between the terms and/or conditions of this Reserve Membership Agreement and the terms and/or conditions of the E-Privilege manual, the terms and conditions of this Reserve Membership Agreement shall prevail.

8.   Governing Law

This Reserve Membership Agreement shall be governed by and construed in accordance with the laws of Thailand.

9.     Notice

9.1   Any notice or other communication in connection with this Reserve Membership Agreement shall be made in writing in English language (a Notice ) and shall be sufficiently given or served if delivered or sent:

(1)   In the case of the Member to the mailing as stated in the Application or in any other address as shall be notified by the Member to the Company from time to time.

(2)    In the case of the Company to below address, or any other addresses as shall be notified by the Company to the Member from time to time.

Thailand Privilege Card Company Limited

110/2 North Sathorn Road, Silom, Bangrak,

Bangkok 10500 Thailand

Telephone: +66(0) 2352 3000

Facsimile: +66(0) 2352 3001

Email: memberservice@thailandprivilege.co.th

Website: www.thailandprivilege.co.th

Attention: Member Contact Center

 

9.2   Any notice may be delivered by hand or, sent by fax or prepaid post (in the case of service in Thailand and airmail in the case of international service). Without prejudice to the foregoing, any notice shall conclusively be deemed to have been received on the next working day in the place to which it is sent, if sent by fax, or 60 hours from the time of posting, if sent by post, or at the time of delivery, if delivered by hand.1

10.   Miscellaneous

Without limiting the generality of and in addition to of any other terms and conditions stipulated herein, the Member agrees and acknowledges that, at any time during the Membership Term or any time thereafter (as the case may be) based on the Company s discretion, the Company may waive its right to demand any compliance with the terms and conditions of this Reserve Membership Agreement or the E-Privilege manual from the Member. Such waiver shall not however affect any right of the Company to exercise its sole discretion to enforce or modify the terms and conditions of this Reserve Membership Agreement or the E-Privilege manual, including but not limited to the criteria, procedures, conditions, platform, Membership Fee, and any of the Privileges set forth herein or in the E-Privilege manual.