Vendor Terms
Vendor Portal Terms
Last updated: July 31, 2026
These Vendor Portal Terms (the "Terms") are a legal agreement between the business accessing the Vendor Portal ("Vendor", "you") and Acua (Thailand) Co., Ltd. ("Acua", "we"), governing all access to and use of the Acua Vendor Portal. By creating a vendor account or using the Vendor Portal, you accept and agree to be bound by these Terms. References to Vendor include any users authorized to act on your behalf, and you are responsible for their acts and omissions.
The Vendor Portal is currently provided to you at no charge so that you can exchange procurement and billing documents with Acua customers ("Customers") who use the Acua platform. Acua provides services to Customers under the Platform Agreement; Acua provides no paid services to you under these Terms.
These Terms are provided in English; the English version prevails over any translation.
1. The Vendor Portal
The Vendor Portal enables Vendors and Customers to exchange documents and information relating to their business relationship. Depending on the features enabled for a Customer, the Vendor Portal may allow you to:
Acua may modify, add, or remove features of the Vendor Portal at any time. Acua does not process, hold, or deliver payments to you, and is not responsible or liable for any payment, or any dispute about a payment or underlying transaction, between you and a Customer.
2. Information Provided to and Used by Acua
In connection with the Vendor Portal, you may provide business information including your company name, registration details, addresses, contacts, tax details, and bank account information ("Vendor Account Data"). Customers may also provide, upload, or share documents and information relating to their transactions with you, such as purchase orders, invoices, and payment status ("Transaction Data").
You agree that Acua may use Vendor Account Data and Transaction Data to provide the Vendor Portal to you and the services to Customers under the Platform Agreement, including enabling Customers to manage vendor records, receive and process your documents, and communicate with you; and to operate, secure, and improve the Vendor Portal.
Personal data contained in Vendor Account Data is handled in accordance with the Acua Privacy Policy and applicable data protection law, including the Thailand PDPA. Where such data forms part of a Customer's records, Acua processes it on the Customer's behalf under the Data Processing Addendum.
3. Your Account and Responsibilities
You are responsible for maintaining the security of your account credentials, granting access only to authorized personnel, and promptly notifying Acua of any compromise or misuse of your account.
You agree to provide information that is complete, accurate, and current, and to keep it updated. You are solely responsible for the accuracy, completeness, and legality of the information and documents you submit through the Vendor Portal, including the correctness and legal validity of invoices, tax invoices, and other billing documents you issue.
You agree not to (a) violate any applicable law or regulation; (b) use the Vendor Portal in a way that creates a risk of non-compliance with anti-money-laundering, counter-terrorism financing, or similar obligations; (c) provide access to or use the Vendor Portal for the benefit of any person or entity subject to applicable trade sanctions; or (d) interfere with, circumvent the security of, or attempt to gain unauthorized access to the Vendor Portal or related systems.
4. Electronic Documents and Signatures
Where you use features to issue or approve documents electronically (including electronic tax invoices and electronic signatures), you agree that such electronic execution has the same legal effect as a handwritten signature under the Electronic Transactions Act B.E. 2544 (2001) of Thailand and other applicable law, and that actions taken under your account by your authorized users are attributable to you.
You remain responsible for compliance with the tax and invoicing requirements applicable to your business, including Thai Revenue Department requirements for tax invoices and e-Tax Invoice issuance where applicable.
5. Ownership and License
Acua and its licensors retain all right, title, and interest in and to the Vendor Portal and related software and documentation. Acua grants you a limited, non-exclusive, non-transferable right to access and use the Vendor Portal for the purpose of exchanging documents and information with Customers in accordance with these Terms. You retain your rights in the information and documents you submit.
6. Disclaimer of Warranties
To the maximum extent permitted by law, the Vendor Portal is provided "as is" and "as available", and Acua disclaims all express, implied, or statutory warranties, including merchantability, fitness for a particular purpose, and non-infringement. Acua makes no representations, warranties, or commitments with respect to any payment, purchase order, or other decision or action of any Customer.
7. Limitation of Liability
To the maximum extent permitted by law, Acua is not liable to you for indirect, incidental, special, consequential, or punitive damages, or loss of profits or revenues, arising from or related to these Terms or the Vendor Portal. Acua's aggregate liability to you under these Terms is limited to THB 10,000. These limitations do not apply to liability arising from Acua's gross negligence, willful misconduct, or fraud, or to liability for death or personal injury.
8. Indemnification
You agree to indemnify, defend, and hold harmless Acua, its affiliates, directors, employees, contractors, and agents from and against losses, liabilities, damages, claims, costs, or expenses (including reasonable attorneys' fees) arising out of third-party claims relating to your use of the Vendor Portal, the information or documents you submit, or your breach of these Terms.
9. Term, Suspension, and Termination
These Terms apply from your first access to the Vendor Portal and remain in effect until terminated. Either party may terminate these Terms at any time on notice to the other. Acua may suspend or restrict your access to the Vendor Portal, in whole or in part, where reasonably necessary for security, legal compliance, or protection of Customers or the service, and will restore access when the underlying issue is resolved where practicable. Provisions that by their nature should survive (including Sections 2, 5, 6, 7, 8, and 11) survive termination.
Termination of these Terms does not affect your document exchange obligations toward Customers under your own contracts with them; you are responsible for retaining copies of documents you are required to keep under applicable law.
10. Changes to these Terms
Acua may modify these Terms by posting an amended version with its revision date. Material changes will be notified by reasonable means (such as email or an in-portal notice) before they become effective. Your continued use of the Vendor Portal after the effective date constitutes acceptance of the amended Terms.
11. Governing Law and Disputes
These Terms are governed by the laws of the Kingdom of Thailand. The parties will first seek to resolve disputes in good faith; any dispute not resolved within 60 days shall be subject to the exclusive jurisdiction of the courts of Thailand.
12. General
You may not assign these Terms without Acua's prior written consent; Acua may assign these Terms to an affiliate or successor. Notices to Acua should be sent to contact@acua.ai; notices to you are effective when sent to a registered user of your account by email or through the Vendor Portal. These Terms constitute the entire agreement between you and Acua regarding the Vendor Portal; they do not modify any agreement between you and any Customer, or any Customer's agreement with Acua.