Customer Terms
Platform Agreement
Last updated: July 31, 2026
This Platform Agreement (the "Agreement") is a binding contract between the customer identified in an Order Form or online sign-up ("Customer") and the Acua contracting entity described in Section 16.1 ("Acua"), and governs Customer's paid subscription to and use of the Acua platform. Customer enters into the Agreement by (a) signing an Order Form that references this Agreement or the Acua subscription contract terms, (b) accepting this Agreement online, or (c) using paid Services after being presented with this Agreement.
Thailand is Acua's principal market, where Acua (Thailand) Co., Ltd. provides the Platform Service and related accounting, implementation, support, and operational services. Acua also provides some Services in Japan through Acua Co., Ltd. and in Vietnam through Acua Vietnam Co., Ltd. Acua Vietnam principally supports product development and engineering and may also support local customer delivery. The Order Form identifies the Acua entity that contracts with Customer.
If Customer and Acua have signed a separate subscription agreement with terms that differ from this Agreement, the signed agreement prevails to the extent of the difference.
This Agreement is drafted and executed in English; the English version prevails over any translation. Capitalized terms not defined in context have the meanings given in Section 17 (Defined Terms).
1. The Acua Platform
1.1 Services
Subject to the Agreement and payment of the Fees, Acua grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform Service selected in the Order Form during the subscription term, solely for Customer's internal business purposes. The Platform Service is Acua's spend-management software-as-a-service, which may include purchase requests, purchase orders, goods receipts, invoice and bill management, expense reimbursement, approvals, vendor collaboration, and accounting integration, as made available to Customer. Where selected in the Order Form, Acua also provides Invoice Processing Support as described in Section 13. Acua may offer free trials, beta, or preview features; these are provided "as is", may be modified or discontinued at any time, and are excluded from the availability commitments in Section 5.
1.2 Accounts and Administrators
Customer must designate at least one administrator to manage its Acua account. Administrators may add, remove, and manage users and roles, configure approval workflows and master data, connect integrations, and perform other tasks on Customer's behalf. Customer is responsible for the actions and omissions of its administrators and users, and for maintaining accurate account and billing information (including the tax information described in Section 2.3).
1.3 Authorized Users
Customer may allow its employees, contractors, and agents to use the Platform Service as Authorized Users. Customer is responsible for ensuring that Authorized Users comply with the Agreement and for all use of the Platform Service under its account.
1.4 Account Security
Customer will keep its account credentials secure, grant access only to individuals it has authorized, promptly disable access for individuals who should no longer have it, and promptly notify Acua of any known or reasonably suspected unauthorized access to or use of its account. Acua maintains the technical and organizational security measures described in the Data Processing Addendum and the Service Policy.
1.5 Requirements and Restrictions
The Platform Service may be used only for bona fide business purposes. Customer shall not, and shall not permit any third party to: (a) reverse engineer, decompile, or disassemble the Platform Service, except to the extent expressly permitted by applicable law; (b) copy, modify, or create derivative works of the Platform Service; (c) sublicense, resell, rent, lease, or otherwise transfer access to any third party; (d) use the Platform Service to develop a competing product or service; (e) remove or alter proprietary notices; (f) use the Platform Service in violation of applicable law or to store or transmit unlawful content; (g) interfere with or create an undue burden on the Platform Service, probe or test its vulnerabilities without Acua's prior written consent, or attempt to gain unauthorized access to any related system; or (h) use the Platform Service or Acua's documentation to develop or train machine learning or other AI models without Acua's prior written consent.
1.6 Ownership and License
Acua and its licensors retain all right, title, and interest in and to the Platform Service, including all software, algorithms, models, user interfaces, documentation, and all modifications and improvements. Customer receives only the limited rights expressly granted in the Agreement.
1.7 Customer Data and Privacy
As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Acua a limited, non-exclusive license to use Customer Data solely to the extent necessary to (a) provide the Services and (b) improve and enhance Acua's products through analytics, benchmarking, or product development, provided that any use under (b) is in aggregated or anonymized form that does not identify Customer, any Authorized User, or any data subject and cannot reasonably be re-identified. Acua will not use Customer Data to train general-purpose AI models except with Customer's prior written consent or in such aggregated or anonymized form. Customer is responsible for the accuracy, completeness, legality, and quality of Customer Data. Acua processes personal data contained in Customer Data as a data processor under the Data Processing Addendum; Acua's Privacy Policy applies where Acua acts as an independent data controller.
1.8 Feedback
Customer may provide feedback regarding the Services. Acua may freely use such feedback without obligation to Customer.
2. Fees and Payment
2.1 Fees and Order Forms
Customer shall pay the Fees specified in the Order Form. Unless otherwise stated, Fees are in Thai Baht (THB). Order Forms specify the selected Services, plan (Monthly or Annual), quantities, Usage Limits, and any service-specific pricing (such as per-invoice and per-page fees for Invoice Processing Support).
2.2 Invoicing and Payment
For the Monthly Plan, Acua invoices each Service Month in arrears, and Customer shall pay each invoice by the last day of the month following the relevant Service Month. For the Annual Plan, Acua issues a single invoice covering the 12-month term within the first month of service commencement, payable by the last day of the month following the invoice date. If the service commencement date is not the first day of a calendar month, the fee for that first calendar month is reduced pro rata for the days before commencement, as set out in the Order Form terms. Acua may issue invoices electronically, including e-Tax Invoices in compliance with Thai Revenue Department requirements.
2.3 Taxes
Fees are exclusive of VAT and other applicable taxes, which Acua will charge at the then-current rate. Where Customer is required by law to withhold tax from a payment, Customer shall withhold at the applicable rate on the fee portion only (excluding VAT), pay the VAT amount in full, timely remit the withheld amount to the tax authority, and issue Acua the applicable withholding tax certificate (in Thailand, Form 50 bis) no later than the seventh day of the month following payment. Customer shall provide and keep current the legal name, tax ID, and branch information required for tax invoice issuance.
2.4 Late Payment
Undisputed amounts unpaid after the due date accrue interest at the statutory rate under applicable law (in Thailand, currently 5% per annum under the Civil and Commercial Code) from the day after the due date until paid.
2.5 Usage Limits and Overage
Use of the Platform Service is subject to any Usage Limits in the Order Form, applied per calendar month without proration for partial months. Acua will notify Customer when usage reaches approximately 80% and 100% of a Usage Limit. Usage exceeding a Usage Limit is charged at the overage rates in the Order Form and billed in the following month; Customer authorizes these overage charges without further pre-approval.
2.6 Fee Adjustments
Fees are locked for the then-current term. Acua may adjust Fees effective only upon renewal, with at least 60 days' prior written notice before the end of the then-current term, and any increase will not exceed 10% of the then-current Fees per 12-month period.
3. Term, Renewal, and Termination
3.1 Monthly Plan
The Monthly Plan runs by calendar month and renews automatically each month. Either party may terminate at any time on at least 30 days' prior written notice, effective at the end of the calendar month in which the notice period expires. Customer pays Fees for all calendar months in which Services were provided.
3.2 Annual Plan
The Annual Plan runs for 12 consecutive calendar months and renews automatically for successive 12-month terms. Either party may elect not to renew on at least 60 days' prior written notice before the end of the then-current term. Except for termination for cause under Section 3.3 or under Section 12 (Force Majeure), the Annual Plan may not be terminated for convenience mid-term, and prepaid Fees are non-refundable except as provided in Section 3.4.
3.3 Termination for Cause
Either party may terminate the Agreement immediately upon written notice if the other party (a) materially breaches the Agreement (including non-payment of undisputed Fees) and fails to cure within 30 days after written notice specifying the breach; or (b) becomes insolvent, is subject to bankruptcy, liquidation, rehabilitation, or similar proceedings, makes an assignment for the benefit of creditors, or ceases to carry on business.
3.4 Effect of Termination
Customer shall pay all Fees accrued through the effective date of termination. If Customer prepaid Annual Plan Fees and terminates for Acua's uncured material breach, Acua will refund the pro-rata portion of prepaid Fees for the unused full months within 30 days. Data export and post-termination retention are described in Section 8.4. Provisions that by their nature should survive termination (including confidentiality, data protection, payment obligations, disclaimers, limitations of liability, and dispute resolution) survive.
4. Suspension
Acua may suspend Customer's access to the Platform Service (a) on at least 7 days' prior written notice if any undisputed amount remains unpaid after the due date; (b) immediately if Customer's use poses a security risk to the Platform Service, Acua, or other customers, violates applicable law, infringes third-party rights, or if suspension is required by law or a governmental order; or (c) after reasonable prior notice where practicable, for any other material breach. Suspension does not relieve Customer of payment obligations accrued before suspension, and reactivation may be conditioned on cure of the underlying issue.
5. Service Levels and Support
Acua commits to at least 99.0% monthly uptime of the Platform Service, excluding scheduled maintenance and force majeure events. Persistent failure to meet this commitment — three or more consecutive months in which monthly uptime falls below 95% — is a material breach for purposes of Section 3.3. No service credits or refunds apply to uptime shortfalls; Customer's remedy for persistent unavailability is termination under Section 3.3.
Acua's operational availability target (currently 99.9%), scheduled maintenance practice, backup and disaster recovery objectives, and support model (channels, hours, severity definitions, target response times, and escalation) are described in the Service Policy. Operational targets in the Service Policy are objectives only and do not modify the commitments in this Section 5 unless expressly agreed in a service level agreement signed by both parties.
6. Policies
The following policies, as published on Acua's website under https://www.acua.ai/legal and updated from time to time, are incorporated into the Agreement by reference: the Service Policy, the Privacy Policy, the Subprocessor List, and the Data Processing Addendum (collectively, the "Policies"). No separate signature is required for the Policies to apply.
Acua may update the Policies to reflect changes in service features, operational processes, security practices, applicable law, or the technical environment, provided that no update materially reduces the overall level of service, security, or data protection applicable to Customer during a paid subscription term. Acua will notify Customer of material changes by reasonable means at least 30 days in advance where reasonably practicable.
In the event of a conflict, the order of precedence is: (i) the Order Form; (ii) this Agreement; (iii) the Policies. The Policies supplement, and do not expand, Acua's commitments under the Agreement.
7. Confidentiality
Each party shall protect the other party's non-public information disclosed in connection with the Agreement with at least the same degree of care it uses for its own confidential information, and no less than reasonable care, and shall use it only to perform under or exercise rights granted by the Agreement.
Confidential information does not include information that (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known without restriction before disclosure; (c) is independently developed without use of the disclosing party's confidential information; or (d) is rightfully obtained from a third party without restriction. A party may disclose confidential information where required by law or legal process, with reasonable prior notice to the other party where legally permitted.
Confidentiality obligations survive termination for 5 years; trade secrets remain protected for as long as they qualify as such, and personal data remains protected under the Data Processing Addendum and applicable law.
8. Data Protection
8.1 Roles and the DPA
For Customer Data processed for Customer's business operations, Customer is the data controller and Acua is the data processor under the PDPA and other applicable data protection law. The Data Processing Addendum applies automatically to such processing and forms part of the Agreement. Each party shall comply with applicable data protection law.
8.2 Breach Notification
Acua will notify Customer of any confirmed personal data breach affecting Customer Data without undue delay, and in any event within 72 hours after becoming aware, including the nature of the breach, the categories and approximate number of affected data subjects, the likely consequences, and the measures taken or proposed.
8.3 Subprocessors and Transfers
Customer grants Acua general authorization to engage subprocessors, including Acua affiliates that provide product development, engineering, local customer delivery, support, security, and administration. Acua maintains the current list at https://www.acua.ai/en/legal/privacy-terms/subprocessors, notifies Customer at least 30 days before adding a material subprocessor, and provides an objection mechanism as set out in the Data Processing Addendum. For cross-border processing, Acua applies the safeguards required by the law of the transfer origin, including Thailand PDPA sections 28 and 29, Japan APPI requirements for foreign third-party provision and service-provider supervision, and Vietnam's Law No. 91/2025/QH15 and Decree No. 356/2025/ND-CP, as applicable.
8.4 Export, Return, and Deletion
During the term and for 30 days after termination, Acua will provide, on written request, an export of Customer Data in a commonly used format (such as CSV, JSON, or Excel). At Customer's written request, Acua will return or delete Customer Data within 30 days, except as required to be retained by applicable law. Absent a request, post-termination retention and deletion follow the Service Policy (90-day retention, then deletion or anonymization).
9. Warranties and Disclaimers
9.1 Mutual Warranties
Each party represents and warrants that it is duly organized and validly existing under the laws of its jurisdiction and has the right, power, and authority to enter into the Agreement.
9.2 Disclaimer
Except as expressly stated in the Agreement, the Services are provided "as is" and, to the maximum extent permitted by law, Acua disclaims all other warranties, express, implied, or statutory, including merchantability, fitness for a particular purpose, and non-infringement.
9.3 Service Outputs; No Professional Advice
Outputs generated by the Platform Service or produced through Invoice Processing Support — including extracted or digitized data, completeness or consistency check results, draft journal entries, classifications, accounting suggestions, tax-related indicators, and other AI-assisted outputs ("Service Outputs") — are provided for operational support purposes only and do not constitute accounting, tax, legal, financial, audit, or other professional advice. Acua does not warrant that Service Outputs are accurate, complete, or suitable for any particular purpose, and AI-assisted outputs may contain errors or incorrect inferences. Customer remains solely responsible for reviewing and approving Service Outputs before posting, filing, paying, or otherwise relying on them, and for all business, accounting, and tax decisions.
9.4 Third-Party Services
The Platform Service may interoperate with third-party platforms, banks, accounting systems, payment providers, and other external services. Acua is not responsible for the unavailability, delay, data errors, API limitations, specification changes, or acts or omissions of any third-party service, except to the extent caused by Acua's breach of the Agreement.
9.5 No Payment Services
Unless expressly agreed in a separate written agreement, Acua does not receive, hold, transmit, or control Customer funds and does not act as a payment service provider, money transfer provider, escrow agent, or financial institution. Any payment instruction generated, recommended, or approved through the Platform Service remains subject to Customer's own review, approval, and execution through its own bank or payment provider.
10. Indemnification
10.1 By Acua
Acua will defend, indemnify, and hold harmless Customer from third-party claims alleging that the Platform Service, as provided by Acua and used in accordance with the Agreement, infringes a patent, copyright, or trade secret, and will pay damages finally awarded or agreed in settlement, subject to the enhanced cap in Section 11. This obligation does not apply to claims arising from (a) modifications not made by Acua; (b) combination with products or services not provided by Acua, where the claim would not have arisen but for the combination; (c) Customer Data; or (d) use in violation of the Agreement. If the Platform Service becomes, or is likely to become, subject to such a claim, Acua may procure the right for Customer to continue using it, modify or replace it to be non-infringing, or terminate the affected portion and refund a pro-rata portion of prepaid Fees. This Section states Acua's sole liability for intellectual property claims.
10.2 By Customer
Customer will defend, indemnify, and hold harmless Acua from claims arising from (a) Customer Data; (b) Customer's breach of its data protection representations (including legal bases and notices for Customer Data); or (c) Customer's breach of the restrictions in Section 1.5. Customer's liability under this Section is subject to the caps in Section 11.
11. Limitation of Liability
To the maximum extent permitted by applicable law: (a) each party's total aggregate liability under the Agreement is limited to the total Fees paid or payable by Customer in the 12 months preceding the event giving rise to the claim (the "Standard Cap"); (b) for liability arising from breach of confidentiality, violation of the PDPA or other data protection laws, or infringement of the other party's intellectual property rights, the cap is three times the Standard Cap; and (c) neither party is liable for indirect, incidental, special, consequential, or punitive damages, or loss of profits or revenues.
These caps and exclusions do not apply to liability arising from gross negligence, willful misconduct, or fraud; to Customer's obligations to pay Fees, taxes, and other amounts properly due; or to liability for death or personal injury.
12. Force Majeure
Neither party is liable for failure or delay in performance (other than accrued payment obligations) due to circumstances beyond its reasonable control, including natural disasters, pandemics, war, civil unrest, governmental actions, large-scale cloud provider outages, internet disruptions, or cyberattacks. The affected party shall notify the other without undue delay. If a force majeure event continues for more than 60 days, either party may terminate the Agreement on written notice without liability, in which case Acua will refund the pro-rata portion of any prepaid Fees for unused full months within 30 days; this refund is Customer's sole monetary remedy for such termination.
13. Additional Terms for Invoice Processing Support
13.1 Scope
Where Invoice Processing Support is selected in the Order Form, Acua performs the following operational support activities for the invoices and related source documents Customer submits: (a) receipt and storage of submitted documents within the Platform Service; (b) digitization of key data fields into structured data, with completeness-and-consistency checking of the digitized data against the source documents and flagging of missing, illegible, or inconsistent items; and (c) preparation of draft journal entries based on the digitized data and on the chart of accounts, classification rules, and master data provided by Customer.
13.2 Nature of the Service
Invoice Processing Support is an operational support service ancillary to the Platform Service. It does not include any audit or assurance engagement, verification of the authenticity or legality of underlying transactions, tax determination, accounting close, financial reporting, or any posting, filing, or payment on Customer's behalf. The checking activity is an operational verification of data capture only.
13.3 Customer Responsibilities
Customer shall submit documents in complete and legible form on a timely basis; provide and keep current the chart of accounts, classification rules, and master data; review, correct, and approve all outputs before posting, filing, paying, or otherwise relying on them; and make all final accounting, tax, and payment decisions. Acua performs the activities in Section 13.1 with reasonable skill and care based on the documents, rules, and data provided by Customer, and is not responsible for errors arising from inaccurate, incomplete, or untimely Customer inputs.
13.4 Records
Storage of documents in the Platform Service is an operational convenience and does not transfer to Acua any statutory obligation of Customer to retain its own books, accounts, tax invoices, and supporting documents for the periods required by applicable law (in Thailand, generally a minimum of five years under the Revenue Code and the Accounting Act). Outputs are Service Outputs subject to Section 9.3.
14. Compliance with Laws
Each party shall comply with all applicable laws and regulations in connection with the Agreement, including anti-corruption laws (such as the Thai Organic Act on Counter Corruption B.E. 2561 (2018)) and applicable trade sanctions and export control laws. Neither party shall offer, promise, give, or authorize any payment or thing of value to any government official or private party to obtain an improper advantage in connection with the Agreement. Each party represents that it is not subject to, and shall not cause the other party to violate, applicable trade sanctions.
15. Governing Law and Dispute Resolution
The Order Form governs applicable law and dispute resolution. If the Order Form is silent, the Agreement is governed by the law of the country where the contracting Acua entity is established, without regard to conflict-of-laws principles. The parties shall first attempt to resolve a dispute through good-faith negotiation for 60 days. If unresolved: a dispute with Acua (Thailand) Co., Ltd. is finally settled by arbitration administered by the Thai Arbitration Institute under its rules, seated in Bangkok, conducted in English before a sole arbitrator; a dispute with Acua Co., Ltd. in Japan is subject to the exclusive jurisdiction of the Tokyo District Court as the court of first instance; and a dispute with Acua Vietnam Co., Ltd. is subject to the competent courts of Ho Chi Minh City. Either party may seek urgent interim or injunctive relief from a competent court.
16. General
16.1 Contracting Entity
The contracting entity is specified in the Order Form. Depending on where the Services are sold or delivered, it may be Acua (Thailand) Co., Ltd., Acua Co., Ltd. in Japan, or Acua Vietnam Co., Ltd. If an Order Form does not clearly identify the entity, Acua will confirm the contracting entity in writing before paid Services begin.
16.2 Notices
Notices under the Agreement must be in writing and delivered to the addresses specified in the Order Form (or, for notices to Acua where no Order Form applies, to contact@acua.ai) by email, hand delivery, or registered post. Email notices are deemed received on the business day following transmission absent a delivery-failure notification. Each party shall notify the other of changes to its notice details within 5 business days.
16.3 Assignment
Neither party may assign the Agreement without the other party's prior written consent (not to be unreasonably withheld or delayed), except that either party may assign it to an affiliate or to a successor in connection with a merger, acquisition, reorganization, or sale of substantially all assets, on written notice, provided the assignee is not a competitor of the non-assigning party.
16.4 Publicity
Acua will not use Customer's name or logo in marketing materials, customer lists, case studies, or public communications without Customer's prior written consent (which may be given by email from Customer's designated signer).
16.5 Entire Agreement; Order of Precedence
The Order Form, this Agreement, and the incorporated Policies constitute the entire agreement between the parties regarding the Services and supersede all prior agreements and understandings. Any terms in a purchase order, vendor onboarding form, or procurement portal are for administrative purposes only and do not modify the Agreement unless expressly signed by both parties as an amendment. If any provision is held invalid or unenforceable, the remaining provisions continue in effect.
16.6 Changes to this Agreement
Acua may update this Agreement from time to time by posting the amended version with its revision date. Material changes will be notified to Customer at least 30 days before they take effect for Customer, and no update materially reduces the overall level of service, security, or data protection applicable to Customer during a paid subscription term. For subscriptions entered into through a signed Order Form, amendments to the signed terms require written agreement of both parties.
16.7 Electronic Execution
The Agreement may be executed and accepted electronically, including by e-signature platforms. Electronic signatures have the effect provided by the electronic-transactions law applicable to the contracting Acua entity and Customer, including Thailand's Electronic Transactions Act B.E. 2544 (2001) where applicable.
17. Defined Terms
"Agreement" means the Order Form (where applicable), this Platform Agreement, and the incorporated Policies.
"Annual Plan" means a subscription with a term of 12 consecutive calendar months that renews for successive 12-month terms.
"Authorized User" means an individual employee, contractor, or agent of Customer authorized by Customer to access and use the Platform Service.
"Customer Data" means any data or information provided by or for Customer to Acua in connection with the Services, including documents and records submitted for Invoice Processing Support.
"Fees" means the amounts payable by Customer as stated in the Order Form.
"Invoice Processing Support" means the operational support service described in Section 13, where selected in the Order Form.
"Monthly Plan" means a subscription that runs by calendar month and renews month to month.
"Order Form" means a document (signed or accepted online) that specifies the selected Services, Fees, plan, quantities, and service-specific details, and references this Agreement or the Acua subscription contract terms.
"PDPA" means the Personal Data Protection Act B.E. 2562 (2019) of Thailand and its implementing regulations, as amended from time to time.
"Platform Service" means the Acua software-as-a-service offering identified in the Order Form or made available to Customer under a paid subscription.
"Policies" means the Service Policy, the Privacy Policy, the Subprocessor List, and the Data Processing Addendum, each as published under https://www.acua.ai/legal.
"Service Month" means a full calendar month during which Services are provided.
"Service Outputs" has the meaning given in Section 9.3.
"Services" means the Platform Service and, where selected, Invoice Processing Support and related implementation and support services.
"Usage Limits" means the quantitative monthly limits (such as number of Authorized Users or invoices) specified in the Order Form.