Terms & Conditions

1. Definitions

In these Terms and Conditions, the following terms have the meanings set forth below:

• "We," "Us," "Our," or "Confluvio" refers to the law practice operating as Confluvio, providing M&A legal advisory services in Thailand.
• "You," "Your," or "Client" refers to individuals or entities engaging our legal services or accessing our website.
• "Services" refers to legal advisory services related to mergers, acquisitions, and corporate transactions as described on our website.
• "Website" refers to our online presence accessible at our domain.
• "Agreement" refers to the engagement letter or contract for legal services between Confluvio and the Client.
• "Engagement" refers to the period during which we provide legal services to a Client pursuant to an Agreement.

2. Acceptance of Terms

By accessing our website, submitting inquiries, or engaging our legal services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions, along with our Privacy Policy and Cookie Policy.

If you do not agree to these terms, you should not access our website or engage our services.

These Terms and Conditions are supplemental to any written engagement letter or service agreement. In the event of conflict between these terms and a signed engagement letter, the engagement letter shall prevail.

3. Eligibility and Capacity

Our services are intended for businesses, organizations, and individuals who are at least 18 years of age and have legal capacity to enter into binding agreements under Thai law.

By engaging our services, you represent and warrant that:

• You have the legal authority to enter into this agreement
• If representing an organization, you have authority to bind that entity
• All information provided to us is accurate and complete
• You will comply with all applicable laws in connection with our services

4. Description of Services

Confluvio provides legal advisory services related to mergers, acquisitions, and corporate transactions in Thailand. Our services include:

• Legal due diligence reviews
• Transaction structuring and documentation
• Purchase agreement negotiation and drafting
• Regulatory compliance coordination
• Post-merger integration support

The specific scope of services will be defined in a written engagement letter for each matter. Our website provides general information about our practice areas but does not constitute a comprehensive description of all services we may provide.

5. No Attorney-Client Relationship

Merely accessing this website, submitting an inquiry through our contact form, or sending us an email does not create an attorney-client relationship. An attorney-client relationship is established only upon:

• Completion of our conflict checking procedures
• Execution of a written engagement letter
• Mutual agreement on the scope and terms of representation

We reserve the right to decline representation for any reason, including conflicts of interest, capacity constraints, or matters outside our practice areas.

Until an attorney-client relationship is formally established, you should not send us confidential information. Information sent prior to engagement may not be protected by attorney-client privilege.

6. Engagement Terms for Legal Services

6.1 Scope of Representation

Each engagement will be governed by a written engagement letter that specifies:

• The scope of legal services to be provided
• The parties to be represented
• Fee arrangements and billing terms
• Expected timeline and key milestones
• Any limitations on the scope of representation

6.2 Client Responsibilities

Clients engaging our services agree to:

• Provide complete and accurate information relevant to the engagement
• Respond to requests for information in a timely manner
• Make decisions regarding matters requiring client direction
• Pay fees and expenses in accordance with the engagement letter
• Notify us promptly of any changes affecting the representation

6.3 Limitations of Engagement

Unless specifically agreed in writing, our engagement:

• Does not include tax advice or accounting services
• Does not cover matters outside the specified scope
• Does not include representation in litigation or disputes (unless specifically engaged)
• Does not extend to advice under laws of jurisdictions outside Thailand (unless specifically engaged)

7. Fees and Payment Terms

7.1 Fee Arrangements

Our fees for legal services may be structured as:

• Fixed fees for defined workstreams (e.g., due diligence reviews)
• Hourly rates for time-based billing
• Hybrid arrangements combining fixed and hourly components

Specific fee arrangements will be set forth in the engagement letter. All fees are quoted in Thai Baht unless otherwise specified.

7.2 Expenses

In addition to professional fees, clients are responsible for reimbursement of reasonable expenses incurred in connection with the engagement, including:

• Government filing fees and official charges
• Translation and document certification costs
• Travel expenses for out-of-town matters
• Courier and delivery charges
• Third-party services (e.g., searches, certifications)

7.3 Billing and Payment

Invoices are typically issued monthly or upon completion of specific milestones. Payment is due within 30 days of invoice date unless otherwise specified in the engagement letter.

We reserve the right to suspend work on matters where invoices remain unpaid beyond the due date. Interest may be charged on overdue amounts at the rate specified in the engagement letter or at the maximum rate permitted by Thai law.

8. Confidentiality and Privilege

We are committed to maintaining the confidentiality of all client information in accordance with professional conduct rules and attorney-client privilege. Client information will not be disclosed to third parties except:

• With your explicit consent
• As required by law or court order
• To the extent necessary to provide the agreed services
• To prevent crime or fraud
• To defend against claims related to our representation

Clients should note that attorney-client privilege may not apply to certain communications, particularly:

• Communications in furtherance of crime or fraud
• Information shared with third parties outside the attorney-client relationship
• Information that becomes publicly available through other means

9. Conflicts of Interest

We maintain comprehensive conflict checking procedures to identify potential conflicts of interest before accepting new engagements. We will not accept representation where a conflict of interest exists unless:

• We reasonably believe we can represent all affected parties competently
• The representation is not prohibited by law or professional conduct rules
• All affected parties provide informed written consent

If a conflict arises during representation, we will notify affected parties promptly and may be required to withdraw from the engagement.

10. Disclaimers and Limitations

10.1 Website Content

Information on our website is provided for general informational purposes only. It does not constitute legal advice and should not be relied upon as a substitute for consultation with qualified legal counsel regarding specific circumstances.

While we strive to maintain accurate and current information, we make no representations or warranties regarding the completeness, accuracy, or timeliness of website content.

10.2 No Guarantee of Results

Legal services are provided on a professional best-efforts basis. We do not warrant or ensure specific results, outcomes, or conclusions in any matter. The outcome of legal matters depends on many factors beyond our control, including:

• Positions taken by counterparties and their advisors
• Regulatory authority decisions
• Market conditions and commercial considerations
• Factual circumstances of the transaction

10.3 Reliance on Information

Our advice and work product is based on information and instructions provided by the client. We are entitled to rely on the accuracy and completeness of client-provided information unless we have actual knowledge to the contrary.

11. Limitation of Liability

To the maximum extent permitted by Thai law and professional conduct rules:

Our liability for any claims arising from our legal services shall be limited to the fees paid for the specific engagement giving rise to the claim, unless the claim results from our willful misconduct or gross negligence.

We shall not be liable for:

• Indirect, consequential, or incidental damages
• Loss of profits or business opportunities
• Damages arising from client's failure to follow our advice
• Matters outside the agreed scope of engagement

These limitations apply regardless of the legal theory upon which liability is based, whether in contract, negligence, or otherwise.

12. Termination of Engagement

12.1 Client Termination

Clients may terminate the engagement at any time by providing written notice. Upon termination, the client remains responsible for:

• Payment of fees for services provided through the termination date
• Reimbursement of expenses incurred
• Any outstanding invoice amounts

12.2 Our Termination Rights

We may terminate representation under circumstances permitted by professional conduct rules, including:

• Client breach of engagement terms
• Failure to pay fees despite reasonable opportunity to cure
• Discovery of conflicts of interest
• Client conduct that renders continued representation unreasonably difficult
• Circumstances requiring withdrawal under professional conduct rules

12.3 File Retention After Termination

Following termination, we will retain client files in accordance with professional conduct rules (typically 10 years). Upon request and payment of any outstanding amounts, we will provide copies of file materials to the client or successor counsel.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms and Conditions and any engagement for legal services shall be governed by and construed in accordance with the laws of Thailand, without regard to conflict of law principles.

13.2 Jurisdiction

Any disputes arising from these terms or our services shall be subject to the exclusive jurisdiction of the courts of Bangkok, Thailand.

13.3 Informal Resolution

Before initiating formal proceedings, parties agree to attempt good faith resolution of any disputes through direct negotiation. If negotiation does not resolve the dispute within 30 days, either party may pursue formal remedies.

14. General Provisions

14.1 Entire Agreement

For website users, these Terms and Conditions, together with our Privacy Policy and Cookie Policy, constitute the entire agreement regarding website use.

For clients, the engagement letter, these Terms and Conditions, and referenced policies constitute the entire agreement regarding legal services, superseding any prior understandings or agreements.

14.2 Severability

If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

14.3 Waiver

Our failure to enforce any right or provision of these terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative.

14.4 Assignment

You may not assign or transfer these terms or any engagement without our prior written consent. We may assign our rights and obligations with notice to you.

14.5 Notice

Notices under these terms should be sent to the contact information provided in our engagement letter or website contact page. Notices are deemed effective upon receipt.

15. Modifications to Terms

We reserve the right to modify these Terms and Conditions at any time. Changes will be effective upon posting to our website with an updated "Last Updated" date.

For active engagements, material changes to terms will be communicated to affected clients. Continued use of our services after notification constitutes acceptance of modified terms.

Modifications do not apply retroactively to engagements commenced prior to the change unless mutually agreed in writing.

16. Contact Information

If you have questions about these Terms and Conditions, please contact us: