Terms and Conditions of Thailand Elite Membership

I. Definitions in this Membership Agreement

• “Application” means the Application Form for Thailand Elite Membership
• “Annual Fee” means the Annual Fee paid by the Member to Thailand Privilege Card Co., Ltd. per annum when the Member first enrolls and every 12-month period starting from the enrollment date to maintain the Membership Status
• “Card” means the Thailand Elite Membership Card approved and issued to the Member by Thailand Privilege Card Co., Ltd. pursuant to the terms and conditions of this Agreement
• “Company” means Thailand Privilege Card Co., Ltd.
• “E-Privilege” means the E-Privilege online book and cardholder manual, which both (i) prescribe the terms and conditions of the privileges, (ii) and other details which are relevant to the Membership (provided to the Member after Thailand Privilege Card Co., Ltd. has received the Membership Fee), and every subsequent year
• “Exchange Rate” means the exchange rate for conversion of foreign currency to Thai Baht announced by the Bank of Thailand, which Thailand Privilege Card Co., Ltd. or the Sales Agent (as the case may be), will notify the Applicant/Member upon the Member's request
• “General Sales and Services Agent (hereinafter, “GSSA”)” means an authorized representative of Thailand Privilege Card Co., Ltd.
• “Member” means the applicant under the Application whose Membership has been approved by Thailand Privilege Card Co., Ltd. or the transferee pursuant to Clause II. D
• “Member Contact Center” means the contact center of Thailand Privilege Card Co., Ltd. where the Member may communicate via telephone, email, etc., as stipulated in E-Privilege
• “Membership” means Thailand Elite Membership
• “Membership Fee” means the fee that the applicant shall remit to Thailand Privilege Card Co., Ltd. for enrollment in the Thailand Elite program
• “Membership Transfer Fee” means the fee to be paid by the Member to Thailand Privilege Card Co., Ltd. for the transfer of the Membership pursuant to Clause II. D
• “Penalty Charge” means the charge to be paid by the Member to Thailand Privilege Card Co., Ltd. pursuant to the terms and conditions of the Agreement and E-Privilege
• “Prevailing Rate” means the latest rate of the Membership Fee announced by Thailand Privilege Card Co., Ltd. in writing
• “Privileges” means exclusive privileges as set out in E-Privilege which may be updated or amended by Thailand Privilege Card Co., Ltd.
• “Service Provider” means any person or any juristic entity, which may be developed from time-to-time, collaborating with Thailand Privilege Card Co., Ltd. in providing the Privileges in relation to the Membership as set out in E-Privilege to the Member

II. Term of Membership

• Conditions Precedent — the Company’s approval, as well as receipt of the Membership Fee, is a condition precedent for this Agreement.
• Personal Information — The Member agrees that the Company may check or reveal any personal information or any information provided in the Application or provided otherwise to the Company. This consent shall survive the termination or expiration of this Agreement. The checking and the sharing shall be limited for the purpose of Thailand Elite Membership or related Member services or other purposes as permitted by the law of the relevant countries.
• Validity of the Membership — Subject to Clauses IV and V, the validity of the Membership shall range from five to 20 years, provided that the Member shall pay the Annual Fee consecutively per annum, the Penalty Charge (if any) and other fees (if any) to the Company the Unpaid Annual Fee and/or Penalty Charge and/or the fees will be treated as a delinquent amount. If the Company does not receive full payment of such amount within the payment due date as specified in the invoice, then the Company shall be entitled to suspend all Privileges for the Member at the Company’s discretion until payment of such delinquent amount is made in full, plus interest for late payment at the rate of 7.5% per annum.
• Membership Transfer — Subject to prior approval by the Company and payment of the Membership Transfer Fee as stated in Clause V, the Membership can be transferred to any third party who has qualifications as stated in Clause VI mutatis mutandis. Such transfer shall be allowed only one time for each Membership and after the transfer, the term of the Membership is subject to the remaining period. The term of Membership will expire by either the term of Membership as stated in Clause II. C or the ending of the remaining period after transferring Membership, whichever occurs first.
• Termination
• Automatic Termination — The Membership shall be automatically terminated once the Member dies or fails to maintain any of the qualifications set out in Clause VI or it is apparent that the information provided to the Company regarding the qualifications under that Clause is untrue.
• Termination due to inappropriate conduct — the Company may terminate the Membership by giving an advance written notice to the Member upon occurrence any of the following events:
• The Member has conducted any act which is considered to be illegal or contrary to public order or good morals and has negative impact on the images or business operations of the Company
• The Member fraudulently has used his or her Privileges, or
• The Member has not complied with terms and conditions of this Agreement or E-Privilege
• Termination due to government policies — In case there is any order, rule, regulation, or law announced by any related government authority which has an impact on the business operation of the Company to the effect that the Company is unable to continue its business or perform its operation as usual, the Company shall be entitled to terminate the Membership by giving an advance written notice to the Member.
• Rights and duties after termination — It is understood as follows:
• In case of the termination pursuant to Clause II. E1 or E2 above, the Membership hereunder shall immediately become invalid and then the Member’s right to the Privileges hereunder shall be ceased and the Membership Fee shall also be forfeited to the Company
• In case of the termination pursuant to Clause II. E3 above, the Membership hereunder shall immediately become invalid and the Company shall refund the remaining Membership Fee (if any) to the Member, within 30 days after the Card has been returned to the Company, less the following balances (if any) and costs:
• The Penalty Charge and/or outstanding fees, and
• The costs of Privileges which has been used by the Member during the validity of Membership.

III. Service Access

• The Card or any proof of identity or any other evidence (as agreed by the Company and the Service Provider) must be shown to the Service Provider before obtaining Privileges.
• Signature similar to that on the passport or the Thailand Elite application form is required from the Member for the use of any services.

IV. Privilege Use

• It is understood that at present the following Privileges are subject to limited usage per each calendar year throughout the term of Membership, where applicable (please refer to Membership Packages), as follows for Ultimate and Privilege Access:
• Complimentary massage at selected spas: 10-24 times;
• Golf with complimentary green fee: 10-24 times; and
• Complimentary annual medical check-up at a world-class hospital
• The Company reserves the rights to change the above limitation of usage from time to time as its sole discretion. The Company reserves the rights to modify, cancel and/or prescribe further limitation on any of the Privileges without prior notice. The use of the Privileges shall be subject to the specific terms and conditions as stated in E-Privilege. The E-Privilege, as may be amended or supplemented, is considered an integral part of this Agreement. In case any of the Privileges have been used by the Member up to the limited number as prescribed in Clause IV.A or pursuant to this Clause IV.B at any time in the future, the Member agrees to pay the Company an additional charge for additional usages of the relevant Privileges in accordance with the rate which the Member will be advised at the appropriate time.
• The Member will be notified of any changes of the Privileges or the Service Providers.
• Any of the Privileges may be cancelled if it is prohibited by the laws of Thailand.
• The scope of the Privileges shall be in accordance with the specific terms and conditions as stated in E-Privilege.
• Subject to the Membership transfer pursuant to Clause II.D, the Privileges are considered to be personal rights of the Member.
• Liabilities & Limitations Disclaimer
• The Company shall not be liable to the Member or a third party for any products or services provided by Service Provider to the Member for any delay and/or defect in performance of the same by any reason whatsoever, and shall not cover any loss or injury or any direct, indirect, incidental, consequential, punitive, or similar damages arising out of the use or the inability to use the Privileges. This limitation applies whether the alleged liability is based on contact, tort, negligence, strict liability, or any other basis, even if the Company has been advised of the possibility of such damage. The Member hereby waives any and all claims against the Company arising out of the use or the inability to use the Privileges.
• All express or implied warranties, representations, statements, terms and conditions relating to the Privileges or this Agreement, not contained in this Agreement and/or E-Privilege, are excluded from this Agreement to the extent permitted by law. The aggregate liability of the Company under, or relating to, this Agreement — whether in contract, tort (including without limitation to negligence) — is limited to an amount equal to the Membership Fee paid by the Member to the Company under this Agreement.
• The Member agrees that the Company shall have the rights at all time to assign wholly or in part any or all its rights, duties, and obligations to any of its affiliates or any other person, provided that the Member is notified in writing prior to any such assignment.

V. Fee(s) and Conditions

• Membership (and Additional Membership) Fees — THB 2,000,000 (exclusive of value-added tax), THB 1,000,000, THB 800,000, THB 700,000, THB 500,000 and THB 300,000 per Membership (please refer to Membership Packages) or an equivalent amount in USD pursuant to the exchange rate which the Company or the GSSA (as the case may be) will inform the Applicant/Member.
• Annual Fees — THB 20,000 (Ultimate Privilege, exclusive of value-added tax), THB 10,000 (Family Premium) per annum or an equivalent amount in USD pursuant to the exchange rate which the Company or the GSSA (as the case may be) will inform the Applicant/Member.
• Membership Transfer Fee — The Membership transfer fee (for Ultimate Privilege and Family Premium) shall be at the rate of 20% of prevailing rate, exclusive of value-added tax.
• Penalty Charge — Cancellation of reservation for certain services pursuant to E-Privilege must be reported in advance by the Member to the Member Contact Center in accordance with the terms and conditions as stated in E-Privilege, otherwise the Member shall be responsible to pay the Penalty Charge to the Company at the applicable rate so stated in E-Privilege.

VI. Qualifications of the Applicant/Member

• Be sui juris under Thailand law (Ultimate Privilege Member must be a minimum of 20 years old)
• Be allowed to stay in Thailand in accordance with the immigration laws or any related law of Thailand
• Hold a foreign passport
• Not have been adjudicated bankrupt
• Not have been declared a person of unsound mind, incompetence, or quasi-incompetence; and
• Not have been sentenced by a judgment to imprisonment in any countries (except for an offence committed through negligence)

VII. Interpretation

VIII. Governing Law

IX. Notice

• Any notice or other communication in connection with this Agreement shall be made in writing in the English language (“Notice”) and shall be sufficiently given or served if delivered or sent:
• In the case of the Member, to the address as stated in the Application or any other address as the Member informs the Company
• In the case of the Company to the below address, or any other address as shall be notified by the Company to the Member
• Thailand Privilege Card Co., Ltd.
• 110/2 North Sathorn Road, Silom,Bangrak, Bangkok 10500, Thailand
• Telephone: +66 (0) 2352 3000
• Fax: +66 (0) 2352 3001
• Email: memberservice@thailandelite.com
• Attention: Member Contact Center
• Any Notice may be delivered by hand or sent by fax or prepaid post (in the case of service in Thailand and airmail in the case of international service). Without prejudice to the foregoing, any Notice shall conclusively be deemed to have been received on the next working day in the place to which it is sent, if sent by fax; or 60 hours from the time of posting, if sent by post; or at the time of delivery, if delivered by hand.

X. Miscellaneous