Terms & Conditions

1. Definitions

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

"Agreement"

These Terms and Conditions, together with any written engagement scope agreement entered into between the parties.

"Engagement"

An advisory engagement commissioned by a client and carried out by Lumikra under a signed scope agreement, covering one or more of: Discovery & Roadmap, Tooling & Workflow Review, or Product Vendor Selection Support.

"Deliverable"

A written document produced by Lumikra as the primary output of an engagement, as described in the applicable scope agreement.

"We", "Us", "Our"

Lumikra Co., Ltd., registered in Thailand, with its principal place of business at 1729 Phahonyothin Road, Khwaeng Chom Phon, Khet Chatuchak, Bangkok 10900.

"You", "User", "Client"

Any person or organisation accessing our website or entering into an engagement with us.

"Website"

The website operated by Lumikra at https://lumikra.live and all associated pages.

2. Acceptance of terms

By accessing or using this website, or by signing a scope agreement with Lumikra, you confirm that:

• You are at least 18 years of age, or are acting on behalf of an organisation with authority to do so
• You have the legal capacity to enter into a binding agreement under Thai law
• You have read and understood these Terms and Conditions
• You agree to be bound by these terms and any additional terms applicable to specific engagements

If you do not agree to these terms, please do not use this website or engage our services.

3. Service description

Lumikra provides advisory services to mid-sized organisations in Thailand and the broader South-East Asian region. Our services currently consist of three engagement types:

• Discovery & Roadmap Engagement — a structured engagement producing a written digital roadmap for organisational planning
• Tooling & Workflow Review — a focused review of a defined team's tools and workflows
• Product Vendor Selection Support — an independent, criteria-led vendor selection process for a defined software category

We reserve the right to modify or discontinue any service without prior notice, subject to the completion of any engagement already underway under a signed scope agreement.

This website provides information about our services. It does not constitute an offer to provide services. A binding engagement is only formed upon signing a written scope agreement and receipt of any required deposit.

4. User responsibilities

When using this website, you agree to:

• Use the website only for lawful purposes and in a manner that does not infringe the rights of others
• Not attempt to gain unauthorised access to any part of the website or its underlying infrastructure
• Not transmit any material that is defamatory, harmful, or otherwise objectionable
• Not use automated means to scrape, crawl, or extract content from the website without prior written permission

As a client in an engagement, you also agree to:

• Provide accurate and complete information as requested during the engagement
• Make available the agreed participants and access within the timelines set out in the scope agreement
• Inform us promptly of any material change to your circumstances or requirements that could affect the scope of the engagement

5. Intellectual property

All content on this website — including text, graphics, layout, and code — is the property of Lumikra Co., Ltd. and is protected under Thai copyright law and applicable international conventions. You may not reproduce, distribute, or adapt any website content without our written permission.

In respect of engagement deliverables:

• Upon full payment of the engagement fee, Lumikra grants the client a non-exclusive, perpetual licence to use the final deliverable document for internal organisational purposes
• The client may not reproduce, publish, or distribute deliverables to third parties for commercial purposes without prior written consent from Lumikra
• Lumikra retains ownership of any methodologies, frameworks, or analytical approaches used in producing deliverables
• Lumikra will not publish, reference, or use engagement deliverables or client-specific findings in external communications without the client's prior written consent

6. Payment terms

All fees are quoted and payable in Thai Baht (฿) and are exclusive of VAT. Standard payment terms are as follows:

• A deposit of 50% of the engagement fee is due upon signing the scope agreement, before work begins
• The remaining 50% is due upon delivery of the final document, within 14 calendar days of the invoice date
• Payment is accepted by bank transfer to the Lumikra account detailed on the invoice
• Late payments may be subject to interest at the rate of 7.5% per annum as permitted under the Thai Civil and Commercial Code

Scope changes that materially alter the volume of work may result in a revised fee. Any fee revision must be agreed in writing before the additional work begins. We do not revise fees for scope changes without prior written agreement.

Cancellation and refunds: If a client cancels an engagement after signing the scope agreement but before work begins, the deposit is retained to cover time spent on scoping and preparation. If the engagement is cancelled after work has begun, fees are payable for the proportion of work completed. We do not offer refunds on completed deliverables that have been issued in final form.

7. Engagement-specific terms

In addition to these general terms, the following apply to all engagements:

• Scope agreement — each engagement is governed by a written scope agreement that sets out the specific deliverables, timeline, fee, and access requirements. The scope agreement forms part of the Agreement between the parties.
• Timeline — timelines set out in the scope agreement assume that the client provides agreed access and information within the stated timeframes. Delays caused by the client may extend the engagement timeline proportionally.
• Review round — one structured review round is included in every engagement. Additional review rounds are outside the standard scope and subject to a revised fee agreement.
• Confidentiality — both parties agree to treat information shared during the engagement as confidential. A mutual NDA is executed before any organisational information is shared. This obligation continues for three years after the engagement closes.
• Independence — Lumikra maintains no commercial relationship with any software vendor. Recommendations made in deliverables reflect the analytical conclusions of the engagement and are not influenced by any third-party commercial interest.

8. Disclaimers

This website and its content are provided on an "as is" basis. While we take care to keep information accurate and up to date, we make no warranty of any kind, express or implied, as to the completeness, accuracy, or fitness for a particular purpose of any content on this website.

Advisory engagement deliverables represent the analytical conclusions of the engagement based on the information made available to us during that engagement. They do not constitute legal, financial, tax, or regulatory advice. Clients are responsible for their own decisions regarding the implementation or non-implementation of any recommendations.

We do not guarantee specific outcomes from any engagement. The value of advisory work depends on a range of organisational factors outside our control.

9. Limitation of liability

To the extent permitted by Thai law, Lumikra's total liability to a client in connection with any engagement shall not exceed the total fees paid by that client for the specific engagement giving rise to the claim.

We are not liable for any indirect, incidental, special, or consequential loss, including loss of revenue, loss of profit, or business interruption, whether arising in contract, tort, or otherwise, even if we have been advised of the possibility of such losses.

Nothing in these terms excludes liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.

Force majeure: Neither party shall be liable for delays caused by circumstances beyond its reasonable control, including but not limited to government action, natural disaster, or failure of third-party infrastructure. The affected party shall notify the other promptly and both parties shall use reasonable efforts to minimise the impact.

10. Indemnification

You agree to indemnify and hold harmless Lumikra, its officers, and employees from any claim, liability, loss, or expense (including reasonable legal fees) arising from your use of this website in breach of these terms, or from any misrepresentation made by you in connection with an engagement, including provision of inaccurate or incomplete information that materially affects the conclusions drawn in a deliverable.

11. Termination

Either party may terminate an engagement by providing written notice. The consequences of termination depend on the stage of the engagement:

• Before work begins: the deposit is retained to cover scoping and preparation time; no further amounts are due
• After work has begun: fees are payable for the proportion of work completed, calculated on a time basis; any deliverable produced to that point will be issued in its current state
• After final delivery: no refund is available; the engagement is complete

Clauses relating to intellectual property, confidentiality, payment obligations for completed work, limitation of liability, and dispute resolution survive termination.

12. Dispute resolution

These terms are governed by and construed in accordance with the laws of the Kingdom of Thailand. Any dispute arising from or in connection with these terms or an engagement shall be subject to the exclusive jurisdiction of the courts of Bangkok, Thailand.

Before initiating formal legal proceedings, the parties agree to attempt to resolve any dispute through good-faith informal negotiation for a period of not less than 30 days from the date of written notice of the dispute. If the dispute cannot be resolved informally, either party may pursue mediation before the Thai Mediation Centre or initiate court proceedings.

Clients located outside Thailand agree that the exclusive jurisdiction of the Bangkok courts is a reasonable and proportionate choice of forum given that Lumikra's advisory work is carried out from Bangkok.

13. General provisions

• Entire agreement: These terms, together with any applicable scope agreement, constitute the entire agreement between the parties and supersede all prior communications.
• Severability: If any clause is found to be unenforceable, the remaining clauses remain in full force.
• Waiver: Failure to enforce any right under these terms does not constitute a waiver of that right.
• Assignment: You may not assign your rights or obligations under these terms without our prior written consent. We may assign our obligations to a successor entity without your consent, provided this does not adversely affect your rights.
• Notices: Formal notices under these terms shall be given in writing by email to the address specified on the relevant scope agreement or, for website-only matters, to [email protected].

14. Changes to these terms

We may update these terms from time to time. When we do, we will update the "Last updated" date at the top of this page. We will not reduce your rights under any active engagement scope agreement by means of a change to these general terms.

Continued use of our website after a change to these terms constitutes acceptance of the updated terms. If you do not agree to the updated terms, please stop using the website.

15. Contact

For questions about these terms, or for any formal legal notice, please contact: