Service and Independent Contractor Agreement and Instructions (Thailand, Bilingual EN-TH)

Service and Independent Contractor Agreement and Instructions (Thailand, Bilingual EN-TH)

Under Thai law, hiring a freelancer for a result is a hire of work (Civil and Commercial Code, sections 587 to 607), not an employment. The difference matters: if the person in fact works under your orders and at your hours, the Labour Court treats the contract as employment whatever its title, with severance and social security. This pack gives you two documents: an agreement written for real independent work, and plain instructions that explain the test the court applies, the rules for foreign contractors, the taxes, and how to fill in and sign the agreement.

1. The Service Agreement (Independent Contractor)

Word file to fill in on your computer and PDF to fill in by hand, 16 pages, English and Thai clause by clause, with tick boxes for the choices, initials boxes on every page, a signature block for both parties (person or company, with company seal line) and two witnesses, and three annexes.

• Services and deliverables, with the scope of work, formats and timeline in Annex 1
• Four fee models to tick: fixed fee, milestones, hourly or daily rate with a maximum, or monthly retainer; deposit, expenses, invoices, payment term and late interest within the legal limits
• Withholding tax, VAT and stamp duty, and who bears them
• Independence of the contractor: no fixed hours, own tools, other clients, own staff and subcontractors, no employee benefits, no authority to bind the client
• Delivery and acceptance: review period, written rejection with reasons, deemed acceptance, limited rounds of correction, no withholding of payment for accepted work
• Change requests in writing, with a ready form in Annex 3
• Intellectual property: assignment to the client on payment, or licence only; existing materials, third party materials, moral rights, portfolio use
• Confidentiality and personal data (the contractor as data processor under the PDPA)
• Correction of defects, optional limitation of liability, optional non-solicitation
• Termination with notice and payment for the work done, termination for breach, return of materials, force majeure
• Thai law, Thai courts or arbitration, notices by email, electronic signature
• Annex 1 scope and timeline, Annex 2 fees and payment schedule, Annex 3 change request form

2. The Instructions

PDF, 12 pages, complete English text then complete Thai text, so that both parties read the same thing.

• Thai law in plain words: hire of work, employment, payment, defects, late interest, copyright
• Contractor or employee: the test of the Labour Court, a comparison table, and what a mistake costs
• Foreign contractors: work permit, DTV holders, services delivered from abroad, foreign business licence
• The choices to make, clause by clause
• How to write a scope of work that can be checked, and how acceptance, payment and ownership work together
• Taxes in a table: withholding tax and the 50 Bis certificate, VAT, stamp duty and e-Stamp, with the forms to file
• Signing: initials, two witnesses, company signature, electronic signature
• Common mistakes and a checklist

Who it is for

Companies and individuals in Thailand or abroad who hire a freelancer, consultant, designer, developer, marketer or maintenance provider for a defined result, and contractors who want a fair contract to offer their clients. It is not for employees, building work, commission agents or licensed professions.

A template, not legal advice

We are a Thai law firm and we do not advise on foreign law. This pack is a template with general instructions. If you need legal advice or a personalised contract, ask us for a quote at info@thailawonline.com, or book a consultation with one of our lawyers for 2,000 THB per hour: Online consultation with a Thai lawyer.

Related guides: Thai labour law, Work permits in Thailand, Destination Thailand Visa (DTV), VAT registration in Thailand.