TERMS AND CONDITIONS OF DIAMOND MEMBERSHIP (Core Member)

(the Diamond Membership Agreement )

 

By enrolling in the Membership, the Member agrees to be bound by this Diamond 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 Diamond Membership Agreement.

This Diamond Membership Agreement is incorporated into and forms part of the Application for the Diamond Membership.

1.   Definition in this Diamond Membership Agreement:

a)    Additional Membership Fee (Upgrade) means the differenced amount between the Membership Fee and the membership fee of either class of the Upgraded Membership, i.e. the Reserve Membership (Invitation only), to be paid by the Member to the Company upon the Member s Notice of Manifestation (Upgrade) for the Upgraded Membership which is to be discussed more particularly in detail in Clause 5.5;

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

c)   Application means the Application Form for Diamond Membership submitted to the Company by the Member;

d)    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;

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

f)    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;

g)   Company means Thailand Privilege Card Company Limited;

h)    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;

i)     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;

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

k)    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;

l)     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;

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

n)   Membership means the Diamond Membership under this Diamond Membership Agreement;

o)    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;

p)   Membership Term means the 15-year term of validity of the Membership as discussed in Clause 2.3;

q)   Notice of Manifestation (Upgrade) means the Company s notice of manifestation, submitted by the Member to the Company to upgrade the Membership to any of the Upgraded Membership, which prescribes the Upgrade Fee, the Additional Membership Fee (Upgrade), and the specific term of validity of the membership for which the Member wishes to enroll and is considered an integral part of this Diamond Membership Agreement, which is more particularly discussed in detail in Clause 5.5;

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

s)    Prevailing Rate means the latest rate of the Membership Fee, the Upgrade Fee, the Additional Membership Fee (Upgrade), the Card Reissuing Fee, or the Penalty Charge, announced by the Company in writing or in E-Privilege manual;

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

u)   Reserve Membership Agreement means the Reserve Membership Agreement which the Member shall enter into with the Company upon the Members application -- Notice of Manifestation (Upgrade) for the Membership upgrade to the class of the Reserve Membership (Invitation only);

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;

x)    Upgrade Fee means the one-time upgrade fee to be paid, together with the Additional Membership Fee (Upgrade), by the Member to the Company upon the Member s Notice of Manifestation (Upgrade) for the Upgraded Membership to the class of the Reserve Membership (Invitation only), which is to be discussed more particularly in detail in Clause 5.5;

y)    Upgraded Membership means the Reserve Membership (Invitation only), which the Member wishes to be upgraded to, applies for, and enjoys its privileges upon the application thereof having been approved by the Company against the Company s receipt of the Upgrade Fee and the Additional Membership Fee (Upgrade), both of which are due and payable upfront upon the upgrade.

 

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 shall be conditions precedent for the Membership under this the Diamond 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 the Diamond 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 fifteen (15) years.

2.4     Membership Upgrade

During the 15-year Membership Term, the Company may announce and advise the Member in writing of the specific timeframe or deadline for the Member to upgrade the Membership to the class of the Reserve Membership (Invitation only).

The Upgraded Membership may be multiply applied for during the 15-year Membership Term.

The Upgrade Fee, the Additional Membership Fee (Upgrade), and the validity of the Upgraded Membership, shall be referred to in Clause 5.5

below.

2.5     Membership Transfer

The Membership may not be transferred to any third-party or any of the Member s Immediate Family Member.

2.6     Suspension

The Privileges under the Membership are subject to partial or complete suspension upon the Company s absolute discretion, if during the 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.

2.7    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 the Diamond 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 2.7 (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 2.7 (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 2.7 (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 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 usages once, or subject to a limited number of usages 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 55 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, modify, change, 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 upon such charge, modification, change, cancellation, or prescription of limitation of the Privileges, or replacement of the Service Provider, and which is considered an integral part of this Diamond Membership Agreement. In case any of the limited number or the yearly points of Privileges under Clause 4.1 have been used up at any time in the future by the Core Member / Next Member, the Core Member / Next Member agree 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 inured 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 is 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 2,500,000 (two million and five hundred thousand 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 Center 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     Upgrade, Upgrade Fee, Additional Membership Fee (Upgrade), and Validity

The Member who wishes to apply for the Reserve Membership (Invitation only) shall (i) submit the Notice of Manifestation (Upgrade) in respect thereof at least 6 months prior to the end of the Membership Term or the longer period (timeframe / deadline) specified in the Company s written notice (if any), or in the E-Privileges manual, and (ii) pay the Upgrade Fee and the Additional Membership Fee (Upgrade) to the Company for consideration and approval.

 

The Upgrade Fee for each and every Upgraded Membership payable by the Member to the Company upon application shall be THB 100,000 (one hundred thousand Baht only) inclusive of value added tax. The Additional Membership Fee (Upgrade) for the Reserve Membership (Invitation only) shall be THB 2,500,000 (two million and five hundred thousand Baht only), inclusive of value added tax. The Company s approval and receipt of the Upgrade Fee and the Additional Membership Fee (Upgrade) for the Upgraded Membership shall be condition precedent for the enjoyment of the membership thereof.

The validity of each of the Upgraded Membership shall be prescribed by and subject to the Notice of Manifestation (Upgrade).

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 Diamond Membership Agreement or any part of this Diamond Membership Agreement or document that is deemed a part of this Diamond 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 Diamond Membership Agreement and the terms and/or conditions of the E-Privilege manual, the terms and conditions of this Diamond Membership Agreement shall prevail.

 

8.  Governing Law

This Diamond 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 Diamond 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.

10. Miscellaneous

Without limiting the generality of and in addition to 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 Diamond 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 condi- tions of this Diamond 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-Privileges manual.