Contractor Standard Terms & Conditions
These Contractor Terms and Conditions (“Terms”) is entered into by Project Global TH Co., Ltd. (“PGTH”), 117, Soi Somdet Phra Chao Tak Sin 30, Bukkhalo Sub District, Thon Buri District, Bangkok 3 and the individual or Limited Company stated in the associated SOW, hereinafter the “Contractor”.
DEFINITIONS
“Assignment” means the assignment specified in the SOW
“Client” as for whom the final services will be received as detailed in the SOW
“Terms” the contractual agreement between both parties formed by the signing of the SOW associated (via the hyperlink in the SOW) with these terms and conditions
“Contractor” Limited Company or Self-Employed individual
“Services” services agreed to be provided by the Contractor to PGTH
“SOW(s)” (Statement of Works) means the purchase order or such other document issued by PGTH to the Contractor confirming the Contractor’s Assignment with the Client including the details which are set out in the SOW. The SOW is associated with these terms via a hyperlink specified in the SOW
“Day(s)” a working day not including national or bank holidays or weekends (the Thailand workday calendar will be used as the international reference point).
IT IS HEREBY AGREED as follows:
1. Orders
1.1 All orders placed by PGTH for the Contractor will be confirmed with a SOW setting out the full details of the services of these terms and conditions of business. SOW’s can be in the form of email, text or electronic signature application from a PGTH employee.
1.2 The Contractor agrees to accept email as a method by which PGTH can communicate business requirements and services. All communication using this method will be sent to the email address supplied by the Contractor at registration.
2. Relationship
Relationship between Contractor and Project Global TH Co., Ltd.
2.1 PGTH will engage the services of the Contractor on a demand basis only. This will result in work being carried out over a variety of working hours or days depending on the specific requirements of the SOW.
2.2 Contractor will not at any time be deemed as, or treated as, employee of PGTH or any client of PGTH. Neither PGTH nor the Contractor will consider their partnership as “exclusive” and as such will not enjoy a preferred status.
2.3 It is understood that the Contractor will be self-employed or a Limited company. Accordingly, PGTH will not at any time be liable for any local employment taxation or National Insurance (or similar local equivalent) liabilities arising on the Contractor as a result of completing any work for PGTH pursuant to these terms and conditions.
Reporting Relationship
2.4 The Contractor may receive an order directly from the Client on where the services are required. All orders will be confirmed in SOW that will be sent by PGTH. Stories and correspondence will be submitted by the Contractor directly to the Client.
2.5 The Contractor shall follow Client’s instructions as to the style and format of Work Product. The Contractor understands and agrees that Client may, in its discretion, revise, edit, change, and use Work Product and may use Work Product alone or in combination with other written or graphic content.
2.6 Contractor agrees to:
a.) provide Client with any notes, research, recordings or other newsgathering material, whether obtained on or off the record, on a timely basis for the purpose of fact-checking or otherwise editing the Work Product to Client standards,
b.) disclose to Client, prior to submission of the Work Product, any familial, contractual, fiduciary or financial relationship to any entities appearing in the Work Product or that could reasonably be expected to give rise to a perception of bias or self-interest,
c.) disclose to Client whether Contractor received or was promised any remuneration or any other form of consideration by a third party in connection with the Work Product,
d.) disclose to Client similar services or like tasks Contractor has or will perform for other organizations including but not limited to work performed for other news organizations or the publication of a book; and
e.) not provide to any third party any draft or prepublication version of the story and will treat all communications with Client editors as strictly confidential.
3. Expenses
3.1 For detailed information please refer to a SOW and Expense Policy attached to these Terms
3.2 Accurate expense claims must be submitted before month end for payment in the proceeding month
4. Contractor’s Warranty and Indemnity
4.1 The Contractor is aware that PGTH’s mission is to provide “Service with Integrity and Professionalism” and agrees to obtain knowledge of and comply with all PGTH’ procedures and work instructions, which form part of its commitment to provide the highest levels of quality and service to customers.
4.2 The Contractor shall indemnify and keep PGTH indemnified against:
a) Any claims made against PGTH by any third party (including for the avoidance of doubt any Client of PGTH or any person engaged by that client) relating to the order set out in the SOW including, without limitation, all costs, damages, fees, judgment, expenses, and liability whatsoever incurred by PGTH in relation to any such claim.
b) All actions, proceedings, costs, claims, demands, awards, fines, orders, and liabilities whatsoever arising in connection with the Contractor’s provision of service pursuant to the SOW.
5. Payment Terms
5.1 The Contractor will invoice PGTH on a monthly basis. Invoices will be paid within 7 days by PGTH where the following apply:
a) An authorized timesheet has been received and matches the Contractor invoice for authorized and accepted work as set out in the SOW.
b) The invoice and authorised timesheet are received by the first Monday of the first full week of any month.
5.2 PGTH shall be entitled to withhold or reduce any payment due to the Contractor in relation to the following:
a.) Any liability arising directly or indirectly from the Contractor’s breach of any provision of these terms and conditions of business as notified in writing by PGTH to the Contractor;
b.) Any damages suffered by PGTH and notified to the Contractor in writing pursuant to clause 2 of these terms and conditions of business;
c.) The Contractors acknowledgment (whether by credit note, verbal or written confirmation) that PGTH are entitled to withhold or reduce a payment;
d.) Any instance where PGTH shall be required to make a payment to a third party as a result of the Contractor’s breach of these terms and conditions of business.
5.3 Invoices submitted by the contractor after 60 days of completion of a project will not be paid by PGTH.
6. Price
The price at which subcontracted services are agreed between the parties, are contained in the SOW. The payment will be made in THB unless stated otherwise.
7. Termination
7.1 Either party giving the other party in writing the period of notice specified in the SOW may terminate an Assignment. Either party may terminate these Terms and any active SOW(s) by providing the greater of thirty days or as required under local law notice to the other party.
7.2 Notwithstanding sub-clauses 7.1 and 7.5 of these Terms, where required by the Client, PGTH may without notice and without liability instruct the Contractor to cease work on any assignments at any time, where:
a.) The Contractor has acted in breach of the rules, regulations, and policies applicable to the Client’s own staff that are applicable to independent contractors;
b.) The Client reasonably believes that the Contractor has not observed any condition of confidentiality applicable to the Contractor from time to time;
c.) The Contractor becomes insolvent, dissolved, or subject to a winding up petition;
d.) For any reason, the Contractor proves unsatisfactory to the Client.
7.3 Failure by the Contractor to give notice of termination as required in the SOW shall constitute a breach of contract and shall entitle PGTH to claim damages for the length of the breached notice period from the Contractor for any resulting loss suffered by PGTH.
7.4 If the Contractor is unable for any reason to provide services for an Assignment, the Contractor should inform PGTH by no later than 8.00am on the first day of absence to enable alternative arrangements to be made.
7.5 The Contractor acknowledges that the continuation of an Assignment is subject to and conditioned by the continuation of the contract entered into between PGTH and the Client. In the event that the contract between PGTH and the Client is terminated for any reason, the Assignment shall cease with immediate effect without liability to PGTH.
8. Complete Agreement
8.1 This agreement is the entire agreement between the parties and any special terms and conditions are as specified in the SOW. All changes hereto are to be in writing and agreed between the parties.
8.2 If any provision of these terms and conditions of business is held by any Court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these terms and conditions of business and the remainder of the provision in question should not be affected.
9. Confidentiality
9.1 By entering into this contract, the Contractor may from time to time be made aware of confidential information.
9.2 PGTH regards the following categories of information as examples of material that would be considered as confidential:
a.) Client lists or individual names
b.) Pricing and rates structure
c.) Supplier agreements
d.) Technical developments
e.) Employee records and financial records
f.) Written content produced by the Contractor for any Client
g.) Instructions from Clients or PGTH to the Contractor
h.) Any unpublished newsgathering material, details of any advertising, marketing or promotional campaign which Client is to conduct; any information relating to expansion plans, business strategy, marketing plans and sales forecasts of Client; details of the employees and officers of Client; confidential reports or research commissioned by or provided to Client; all trade secrets or other confidential or proprietary information owned, developed, or possessed by Client or its affiliates pertaining to its business or business relationships
The above list is a guide and is not intended to be exhaustive. Neither party shall make any separate public statements regarding these Terms or any of its contents without the prior written consent of the other party. These restrictions shall continue to apply after the termination of these Terms without limitation in time but shall cease to apply to any information or knowledge that subsequently comes into the public domain, other than by way of unauthorized disclosure by Contractor.
9.3 As a condition of this contract, the Contractor will not, during the continuance of this contract, nor after the termination thereof, disclose or in any way make use of or benefit from any of the confidential knowledge, financial or other information including but not limited to the information referred to in paragraph 9.2, or any other products or systems of PGTH, its parent, or associated companies or any other organisation or individual with whom their work brings them into contact.
9.4 All notes, memoranda or any other material whatsoever relating to the business of PGTH shall remain the property of PGTH and shall together with any copies be returned to PGTH on demand and in the event of the termination of this contract.
9.5 The Contractor’s attention is drawn to the Thailand Personal Data Protection Act (PDPA). Any data relating to living individuals whether or not employed by PGTH, which is processed or held by the Contractor during PGTH’ business, must be regarded as confidential. It must not be disclosed to any unauthorized person or used for any purpose for which its use is not registered under the above Act.
10. Non-Waiver
10.1 A waiver by PGTH of a breach of a provision of these terms and conditions of business should not be considered as a waiver of a subsequent breach of the same or another provision;
10.2 The rights to terminate these terms and conditions of business given by clause 8 shall not prejudice any other right or remedy of PGTH in respect of the breach concerned or any other breach;
10.3 On termination of these terms and conditions of business for any reason, subject as otherwise provided in these terms and conditions of business and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under these terms and conditions of business.
11. Status and Tax Liability
11.1 Contractor acknowledges that it is engaged as an independent Contractor, and Contractor acknowledges, and shall procure that its Personnel acknowledge, that nothing in these Terms shall constitute or suggest a relationship of an employee, agent, director, or partner of PGTH and/or Client; and Contractor and Personnel are therefore not eligible for the benefits provided by PGTH or Client.
11.2 This agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Contractor shall be fully responsible for and shall indemnify PGTH for and in respect of:
a) Any income tax, statutory contributions (local equivalent) and any other liability, deduction, contribution, assessment or claim arising from or made in connection with either the performance of the Services or any payment or benefit received by the Individual in respect of the Services, where such recovery is not prohibited by law. The Contractor shall further indemnify PGTH against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by PGTH in connection with or in consequence of any such liability, deduction, contribution, assessment or claim;
b) Any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Individual or any Substitute against PGTH arising out of or in connection with the provision of the Services.
11.3 PGTH may at its option satisfy such indemnity (in whole or in part) by way of deduction from payments due to the Contractor.
11.4 Neither Contractor nor any Personnel have authority to, and Contractor shall not, and shall ensure that none of its Personnel shall, make any representations or incur any liability or enter into any contracts or arrangements involving either PGTH or Client in any financial or other commitments.
11.5 These Terms does not appoint Contractor or Personnel as agent of either PGTH or Client, nor does it create any partnership or joint venture or in any manner operate to create any obligation on PGTH or Client in respect of any liability of Contractor or Personnel.
11.6 Contractor shall indemnify PGTH and/or Client in respect of any claims that may be made against either of them by any person, firm, company, or government agency relating to the provision of Services by Contractor under these Terms.
11.7 These Terms shall not constitute a contract of employment for any purposes whatsoever, and Contractor will be solely responsible for National Insurance contributions for any Personnel, and for all or any taxes payable in respect of fees and reimbursements paid under these Terms and will indemnify PGTH and/or Client in respect of any claims that may be made against either of them by the relevant authorities.
11.8 During the continuance of these Terms, Contractor shall, and shall procure that its Personnel shall (unless prevented by accident or ill-health) devote such of its time, attention, and abilities to the business of PGTH as may be necessary for the proper provision of its Services as Contractor or Personnel. However, this will not prevent Contractor or Personnel from acting in a similar or any other capacity for any other person, firm, or corporation (but subject to the confidentiality and restriction clauses in these Terms).
11.9 Contractor shall not, and shall procure that none of its Personnel shall, make any recommendations to a Client which would benefit or involve any third party in which the Contractor or Personnel or any person connected with either of them has a financial interest or material interest, unless it has fully disclosed such interest to PGTH and the Client and PGTH gives its written consent. All contractual protections granted to or reserved in these Terms by PGTH, including warranties, limitation of liabilities, remedies, indemnification, and confidentiality, shall accrue to and are for the benefit of Client.
11.10 These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Thailand.
11.11 Each party irrevocably agrees that the courts of Thailand shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or its subject matter or formation.
SCHEDULE 1
CRIMINAL DISCLOSURE / CONFIDENTIALITY / PDPA
To be completed by all Contractor Personnel who will access client data or premises
The Contractor shall disclose any past or pending criminal convictions prior to the commencement of any engagement under this Agreement. Such disclosure shall form part of the Contractor’s representations and warranties to the Company. All disclosed information shall be treated with the strictest confidentiality and shall be collected, used, disclosed, and processed solely for the purpose of assessing the Contractor’s suitability for engagement.
Project Global TH Co., Ltd. shall handle all such information in compliance with the Personal Data Protection Act B.E. 2562 (2019) of Thailand (“PDPA”) and any other applicable laws and regulations of Thailand.
Project Global TH Co., Ltd. may verify the accuracy of the disclosed information with the Royal Thai Police, the Office of the Criminal Records Division, or other relevant competent authorities only after the Contractor has been shortlisted or conditionally engaged, and only upon obtaining the Contractor’s prior written and informed consent, as required under the PDPA.
Any failure to disclose relevant criminal history, or any intentional misrepresentation or omission by the Contractor, shall constitute a material breach of this Agreement and may result in immediate termination of the engagement, forfeiture or withholding of compensation for incomplete or rejected deliverables, and any other remedies available under applicable law or this Agreement.
Project Global TH Co., Ltd. acknowledges that any disclosed criminal history shall be assessed on a case-by-case basis, taking into account the nature and seriousness of the offence, the time elapsed since the conviction or alleged offence, its relevance to the engagement, any evidence of rehabilitation or good conduct, and the overall circumstances. Such assessment shall be conducted fairly and in compliance with applicable laws of Thailand, including the Personal Data Protection Act B.E. 2562 (2019).
Do you have any criminal convictions or pending criminal matters other than those that have been expunged, sealed, or are otherwise not required to be disclosed under applicable law?
If Yes, please state these on the associated SOW
Confidentiality
As a supplier to PGTH I shall:
- Keep confidential all information relating to Work Results, Intellectual Property Rights in the Work Results, and PGTH’, the Client’s or any other PGTH Client’s business and affairs (including, for the avoidance of doubt, Payment Rates) (“Confidential Information”) which may become known to me in connection with the supply of the Services.
- Not use any Confidential Information except for the purposes of performing the Services.
- Without delay, enter into any and all assignments of Intellectual Property Rights (relating to the Work Results) or confidentiality undertakings that PGTH or the Client may require me to enter into.
- Not without the Client’s express written permission, remove from the Client’s premises any material containing any Confidential Information.
- On request, return to PGTH (or as PGTH may direct) all material in my possession or control and belonging to the Client or PGTH and/or containing Confidential Information.
Personal Data Protection Act (PDPA)
The Personal Data Protection Act B.E. 2562 (2019) (“PDPA”) governs the collection, use, disclosure, and processing of personal data in Thailand. PGTH is responsible for ensuring that any personal data collected and processed is accurate, relevant, and, where necessary, kept up to date. All personal data shall be collected, used, disclosed, and processed lawfully, fairly, and for specified and legitimate purposes, in accordance with the obligations and requirements set out under the PDPA and other applicable laws of Thailand.
As a contractor, you have the right to request access to, correction of, and, where applicable, deletion or restriction of the processing of your personal data that is in PGTH’s possession or under its control, subject to the conditions and limitations prescribed under the PDPA.
To enable PGTH to keep you informed and updated in relation to engagements, assignments, administrative matters, or other legitimate business purposes, PGTH seeks your consent to contact you by letter, email, text message, telephone, or other electronic communication channels. Please indicate your consent below to authorise PGTH to contact you through such communication channels.
Disclosure Declaration
In accordance with the Personal Data Protection Act B.E. 2562 (2019) of Thailand (“PDPA”), I hereby give my explicit and informed consent for:
(a) PGTH to collect, use, and disclose relevant information contained in my personnel file or contractor records to authorised employees, affiliates, or clients of PGTH strictly for legitimate business, engagement, or compliance purposes;
(b) PGTH and/or the client to verify, directly or indirectly, any information provided by me in connection with my application, engagement, or personnel records, including through background checks or reference checks, to the extent permitted under applicable law;
(c) where applicable, PGTH to retain copies of my background verification records, criminal record certificates, or equivalent documentation for compliance, audit, risk management, or legal purposes, in accordance with the PDPA.
All personal data shall be collected, used, disclosed, and processed in accordance with the PDPA and other applicable laws of Thailand, and shall be limited to purposes reasonably necessary and proportionate to my engagement or employment with PGTH.
SCHEDULE 2
STANDARDS AND SAFEGUARDS
To be completed by all Contractor Personnel who will access client data or premises
Quality Charter
To provide the best service to you and our clients we require everyone who works with us to agree to the following conditions:
- Represent yourself and PGTH in a courteous and professional manner;
- Respect your colleagues and delegates irrespective of sex, age, colour, religion, creed, disability or marital status, in accordance with our equal opportunities policy;
- At all times respect the client’s rules, regulations, and policies applicable to independent contractors;
- Honour the terms and conditions of your contract;
- Inform us of any disputes or issues as soon as possible.
Policy Statement on Equal Opportunities
Diversity and Equal Opportunity is about those human qualities that are different from our own and outside the groups to which we belong. Diversity not only includes race, ethnicity, and gender, but also ability/disability, education, age, class, and many other differences.
PGTH is committed to a policy of equal opportunities for all. We do not discriminate on grounds of race, colour, creed, ethnic or national origin or on grounds of sex, marital status, disability, or age.
It is the specific responsibility of all representatives of PGTH, to ensure that this policy is fully implemented, and they are aware of their responsibilities and the legal obligations that fall upon them and upon this company. All representatives of PGTH will comply with the legislation relating to sex and race discrimination. Discrimination against any person on the grounds of their ethnic origin, their sex or marital status will be regarded as serious misconduct and may result in dismissal.
Company Property and Copyright
All written material, whether held on paper, electronically or magnetically which was made or acquired by you during the course of your contract with us, is the property of our Client and, where appropriate, either the Client’s or our copyright. At the time of termination of your contract with us, or at any other time upon demand, you shall return to us any such material in your possession.
Any work produced and submitted by you to the Client shall be the property of the Client. Any work produced and submitted by you to the Client is work made for hire under applicable copyright laws, specially commissioned by Client. Any contribution you make to the work and all rights, title, and interest in the copyright thereon shall be the sole and exclusive property of the Client and shall be copyrighted solely in the name of the Client. To the extent that the work is not considered a work for hire, you assign to the Client the ownership of such work, including but not limited to, all copyright and intellectual property rights. These rights include, but are not limited to, the sole and exclusive right to print, publish, sell, copy, distribute, and license others to use the work in any form or medium, now, or hereafter existing, or in any language, during the full term of the copyright therein and throughout the world.
Password Protection
Passwords are an important aspect of computer security. A poorly chosen password may result in unauthorised access and/or exploitation of a company’s resources. All Contractors with access to company systems are responsible for taking appropriate steps to select and secure their passwords. Passwords must not be shared with anyone. All passwords are to be treated as sensitive, confidential information.
Monitoring
We reserve the right to monitor all email/IM and Internet activity on the PGTH or client network by you for the purposes of ensuring compliance with our policies and procedures and of ensuring compliance with the relevant regulatory requirements, and you hereby consent to such monitoring. Information acquired through such monitoring may be used as evidence in disciplinary proceedings.
Use of Social Networking Sites
Any work-related issue or material that could identify an individual who is a client or work colleague, which could adversely affect the Company, a client, or our relationship with any client, must not be placed on a social networking site. This means that work-related matters must not be placed on any such site at any time either during or outside of working hours and includes access via any computer equipment or mobile device.
SCHEDULE 3
ANTI-BRIBERY / WHISTLE BLOWERS POLICY AND PERSONAL HARRASSMENT POLICY
To be completed by all Contractor Personnel who will access client data or premises
ANTI-BRIBERY POLICY
Bribery is a criminal offence. The Company prohibits any form of bribery. We require compliance from everyone connected with our business, with the highest ethical standards and anti-bribery laws applicable. Integrity and transparency are of utmost importance to us, and we have a zero-tolerance attitude towards corrupt activities of any kind, whether committed by associates or by third parties acting for or on behalf of the Company.
Policy
It is prohibited, directly or indirectly, for any associate or person working on our behalf to offer, give, request or accept any bribe, i.e. gift, loan, payment, reward or advantage, either in cash or any other form of inducement, to or from any person or Company in order to gain commercial, contractual or regulatory advantage for the Company, or in order to gain any personal advantage for an individual or anyone connected with the individual in a way that is unethical.
Suspicion
If we suspect that you have committed an act of bribery or attempted bribery, an investigation will be carried out and, in line with our disciplinary procedure where appropriate, action may result in the cessation of our business arrangement with you.
Reporting
If you, as an associate or person working on our behalf, suspect that an act of bribery or attempted bribery has taken place, even if you are not personally involved, you are expected to report this to your PGTH contact. You may be asked to give a written account of events.
Gifts and Hospitality
We realise that the giving and receiving of gifts and hospitality as a reflection of friendship or appreciation where nothing is expected in return may occur, or even be commonplace, in our industry. This does not constitute bribery where it is proportionate and recorded properly. As the law is constantly changing, this policy is subject to review and the Company reserves the right to amend this policy without prior notice.
WHISTLE BLOWERS POLICY
Under certain circumstances, associates are protected from suffering any detriment or termination of employment if they make disclosures about organisations for whom they work.
Qualifying Disclosures
- Certain disclosures are prescribed by law as “qualifying disclosures”. A “qualifying disclosure” means a disclosure of information that the associate genuinely and reasonably believes is in the public interest and shows that the Company has committed a “relevant failure” by:
- committing a criminal offence;
- failing to comply with a legal obligation;
- a miscarriage of justice;
- endangering the health and safety of an individual;
- environmental damage; or
- concealing any information relating to the above.
- These acts can be in the past, present, or future, so that, for example, a disclosure qualifies if it relates to environmental damage that has happened, is happening, or is likely to happen. The Company will take any concerns that you may raise relating to the above matters very seriously.
- We encourage you to use the procedure if you are concerned about any wrongdoing at work. However, if the procedure has been invoked for malicious reasons or in pursuit of a personal grudge, then you will be liable to immediate termination of contract or such lesser disciplinary sanction as may beappropriate inthe circumstances.
The Procedure
- In the first instance, you should report any concerns you may have to your Account Manager or a Company Director who will treat the matter with complete confidence. If you are not satisfied with the explanation or reason given to you, you should raise the matter with theappropriate officialorganisation or regulatory body.
- If you do not report your concerns to your Account Manager or aCompany Directoryou should take them direct to the appropriate organisation or body.
Treatment by others
Bullying, harassment, or any other detrimental treatment afforded to a colleague who has made a qualifying disclosure is unacceptable. Anyone found to have acted in such a manner will be subject to disciplinary action.
PERSONAL HARRASSMENT POLICY
- Harassment or victimisation on the grounds of age, disability, gender reassignment, marriage and civil partnership, pregnancy or maternity, race, religion or belief, sex or sexual orientation is unacceptable.
- Personal harassment takes many forms ranging from tasteless jokes and abusive remarks to pestering for sexual favours, threatening behaviour, and actual physical abuse. Whatever form it takes, personal harassment is always taken seriously and is unacceptable in the workplace.
- We recognise that personal harassment can exist in the workplace, as well as outside, and that this can seriously affect associates’ working lives by interfering with their job performance or by creating a stressful, intimidating and unpleasant working environment.
Policy
- We deplore all forms of personal harassment and seek to ensure that the working environment is sympathetic to all our associates.
- We have published these procedures to inform associates of the type of behaviour that is unacceptable and provide associates who are the victims of personal harassment with a means of redress.
- We recognise that we have a duty to implement this policy and all associates are expected to comply with it.
Examples of Personal Harassment
Personal harassment takes many forms, and associates may not always realise that their behaviour constitutes as harassment. Personal harassment is unwanted behaviour by one associate towards another and examples of harassment include:
- insensitive jokes and pranks;
- lewd or abusive comments about appearance;
- deliberate exclusion from conversations;
- displaying abusive or offensive writing or material;
- unwelcome touching; and
- abusive, threatening, or insulting words or behaviour.
These examples are not exhaustive and disciplinary action at the appropriate level will be taken against associates committing any form of personal harassment.
SCHEDULE 4
ANTI-MONEY LAUNDERING (AML) AND COUNTERING THE FINANCING OF TERRORISM (CFT) POLICY
To be completed by all Contractor Personnel who will access client data or premises
These are the Anti-Money Laundering (AML) and Countering the Financing of Terrorism (CFT) Policy and Procedures adopted by PGTH in compliance with Thailand’s Anti-Money Laundering Act B.E. 2542 (1999) and its amendments, the Counter-Terrorism Act B.E. 2551 (2008), and related notifications and guidelines issued by the Anti-Money Laundering Office (AMLO).
PGTH is committed to preventing its business operations from being used as a channel for money laundering, terrorism financing, or any other illicit financial activity. Appropriate measures will be taken to identify, assess, and mitigate such risks in accordance with applicable Thai laws, regulations, and regulatory guidance.
To these ends:
- The identities of all new and existing contractors will be verified to a reasonable level of certainty, including compliance with Customer Due Diligence (CDD) requirements under Thai AML regulations.
- A risk-based approach will be applied to monitoring contractors’ financial, tax, and accounting activities, in line with guidance from the AMLO.
- Any suspicious transactions or activities will be promptly reported to the Anti-Money Laundering Office (AMLO), and all AML/CFT activities and findings will be properly documented in accordance with Thai regulatory requirements.
AML Procedures
1. CUSTOMER DUE DILIGENCE
The business has established a Know-Your-Client (KYC) policy to ensure that the identities of all new and existing Contractors are verified to a reasonable level of certainty. This will include all individual clients, all directors and shareholders with a stake holding of 25% or more of client companies, all partners of client partnerships, and every board member of client charities. Identities will be verified either online or face-to face or by a combination of both.
The following documentation may be presented by the individual:
In person
- Either a passport, driver’s license, or government issued document featuring a matching photograph of the individual, and a full name and date of birth matching those provided.
- An original recent utility bill, or government issued document with the same and address matching those provided by the individual.
Not in person
As in person but additionally:
- Any government issued document that provides the date of birth, Thai ID Card or Tax number or other such government identifier.
Other forms of identity confirmation, such as evidence of a long-standing relationship with the client, or a letter of assurance from independent and reliable persons or organisations, who have dealt with the client for some time, may also provide a reasonable level of certainty.
If the business fails to verify the identity of a client with reasonable certainty it will not establish a business relationship or proceed with the transaction. If a potential or existing client either refuses to provide the information described above when requested, or appears to have intentionally provided misleading information, the business shall refuse to commence a business relationship or proceed with the transaction requested.
2. RISK ASSESSMENT AND ONGOING MONITORING
The business shall take a risk-based approach in monitoring the financial activities of its clients. This will be carried out whilst preparing the accounts or tax returns or conducting any other business with the client. The business will actively not accept high-risk clients that are identified as follows:
- Clients with businesses that handle large amount of cash (i.e., involving THB 480,000 or more, or the sterling equivalent) or complex unusually large transactions.
- Clients with larger one-off transactions, or a number of transactions carried out by the same customer within a short space of time.
- Clients with complex business ownership structures with the potential to conceal underlying beneficiaries.
- Clients based in or conducting business in or through, a high-risk jurisdiction, or a jurisdiction with known higher levels of corruption, organised crime, or drug production/distribution.
- Situations where the source of funds cannot be easily verified.
- Unusual patterns of transactions that have no apparent economic or visible lawful purpose.
- Money sent to or received from areas known to have high levels of criminality or terrorist activity.
The business will conduct ongoing monitoring of business relationships with customers, to ensure that the documents, date, or information held evidencing the customer’s identity are kept up to date.
The following are examples of changes in a client’s situation that may be considered suspicious:
A sudden increase in business from an existing customer;
- Uncharacteristic transactions which are not in keeping with the customer’s known activities;
- Peaks of activity at particular locations or at particular times;
- Unfamiliar or untypical types of customer or transaction.
Whenever there is cause for suspicion, the client will be asked to identify and verify the source or destination of the transactions, whether they be individuals or company beneficial owners. No action need be taken if there is no cause for suspicion.
3. MONITORING AND MANAGING COMPLIANCE
PGTH will regularly monitor the following procedures to ensure they are being carried out in accordance with the company’s AML/CFT policies and the requirements of Thailand’s Anti-Money Laundering Act B.E. 2542 (1999) and its amendments, as well as relevant regulations issued by the Anti-Money Laundering Office (AMLO):
- Client identity verification in compliance with Customer Due Diligence (CDD) requirements under Thai law;
- Reporting of suspicious transactions or activities to the AMLO in accordance with Thai AML/CFT regulations;
- Record keeping of AML/CFT-related documentation for the period required by Thai law.
PGTH will also actively monitor any changes in the AML/CFT regulatory framework in Thailand, including updates to laws, notifications, and guidance from the AMLO or other competent authorities. Where necessary, the company’s AML/CFT policies and procedures will be updated to ensure continued compliance with Thai legal and regulatory requirements.
4. SUSPICIOUS TRANSACTION REPORTING
A Suspicious Transaction Report (STR) will be filed with the Anti-Money Laundering Office (AMLO) as soon as there is knowledge or reasonable suspicion that any transaction may involve the proceeds of criminal conduct, money laundering, or terrorism financing, in accordance with Thailand’s Anti-Money Laundering Act B.E. 2542 (1999) and its amendments.
PGTH is responsible for assessing whether a suspicion of illegal or suspicious activity is sufficient to warrant the submission of an STR. All staff and contractors are required to immediately report any such suspicions to the designated Compliance Officer or management representative.
Further information on STR submission and procedures can be found on the AMLO website:
5. RECORD-KEEPING
PGTH will maintain records of all identity checks, transaction documents, and other AML/CFT-related information in accordance with Thailand’s Anti-Money Laundering Act B.E. 2542 (1999) and its amendments and AMLO guidelines.
Records of customer identity verification will be retained for at least 5 years after the termination of the business relationship or from the date of the relevant transaction, whichever is later. PGTH will ensure that all documents, data, or information evidencing customer identity are kept accurate and up to date.
Copies of any Suspicious Transaction Reports (STRs), along with any supporting documentation submitted to the AMLO, will also be retained for at least 5 years from the date of filing.
All records will be handled confidentially, stored securely, and maintained in a manner that allows them to be retrieved promptly upon request by authorized personnel or regulatory authorities.
SCHEDULE 5
Ethical Code of Conduct for Contingent Journalists
The Client expects that the contingent journalists and other contingent workers who provide journalistic and/or news related services to the Client will abide by the highest journalistic standards in order to protect their reputation and that of the Client. The following are basic principles that contingent journalists who are retained by the Client must follow, even in places where less stringent journalistic standards may be the norm.
These guidelines are not exhaustive. Contingent journalists are expected to exercise good judgment at all times and, as soon as any conflict, complaint or other issue arises, they must disclose it to their Client manager in order to decide the best course of action.
GENERAL RULES
It is forbidden to use any Client resources, including the Client Terminal (the “Terminal”), for any other purpose than for the professional service you are providing for the Client. Never access the Terminal outside of your normal work location, nor should you share information obtained from the Terminal except in the course of performing services for the Client.
When on assignment and performing services for the Client, always make clear you are a contingent worker providing service to the Client and not an employee of the Client. Don’t use your affiliation with the Client to gain access or gather information that’s not intended for use in a Client news item.
Contingent journalists may not provide services for another real-time media company or any organization that competes directly with the Client without the approval of their Client manager.
ACCURACY, FAIRNESS AND ETHICAL BEHAVIOR
Contingent journalists who are providing services to the Client are generally required to adhere to the following standards:
- Contractors should strive to present the facts accurately at all times. Own up to any error quickly and completely. Be transparent when correcting a factual error.
- Articles should be based on the contingent worker’s own reporting. Rigorously attribute any information garnered from a competing news organization or elsewhere.
- Plagiarism is theft. Respect the intellectual property of other news organizations and always credit original reporting to those who did the work.
- Never (a) access a third-party web site or computer system without the authorization of the owner of the site or system; (Absent unusual circumstances, if a website is freely accessible to members of the general public, you have the owner’s authorization to access it. When in doubt, consult a standards editor or newsroom counsel from the Client); (b) use someone else’s login or password to gain access; or (c) use credentials gleaned directly from your status as a contingent worker for a prior place of business to gain access to a third-party network; as set forth more fully in the Contingent Worker Policy Guide, shared with you during onboarding.
- Never misrepresent yourself or be deceptive, duplicitous or dishonest in accessing information sources or gathering the news. Always respect the law.
- Respect embargoes that any news source places on the publication time for information they provide.
- Seek to give all parties a right of reply, and show those efforts in any report. Always ask sources for proof or facts to back up any allegations they may make.
- Never show story subjects all or even part of an article or produced segment before publication or broadcast. If asked to check quotes, make clear that it is only for accuracy’s sake, and not for the comments to be revised or retracted.
- Always handle headlines, photos, video, background images and captions with as much care as the story or television segment.
AVOIDING CONFLICT OF INTEREST
Contingent journalists should act to avoid conflict of interest by:
- Avoiding covering companies, industries or events in which they have a financial interest, direct or indirect, or companies, industries or events where you have any other potential conflict of interest, like a romantic, personal or family relationship.
- Always disclosing any potential conflict of interest to your Client manager, so that the Client can decide the best way to proceed.
- Avoid using non-public information obtained in the course of assignments for the Client for personal gain, unfair market advantage, or profit. Also avoid divulging non-public information learned in the course of providing services to the Client to any person outside of the Client except as necessary for completing the assignment.
- Avoid short selling securities; selling securities for a profit within 30 days of purchasing them; or trade derivatives (such as options, futures and swaps), as set forth more fully in the Contingent Worker Policy Guide. Please refer to the Contingent Worker Policy Guide shared with you during onboarding.
- Avoid accepting, directly or indirectly, remuneration from any news source, including cash payment, gifts, meals, travel and hotel fees, tickets to sporting or cultural events, or any other favorable treatment. When in doubt, ask if such treatment is available to the general public. If the answer is no, decline the offer. If it’s not clear, speak to your Client manager.
- Never give investment advice, or endorse products or solicit business for yourself, an employer, the Client or any related company.
- Never pay for information.
- Contingent journalists should not accept political appointments, run for office, work on political campaigns or make political donations. Nor should they do consulting work for the companies, governments, people or any player in the industry they cover.
- Avoid promoting a related company (one with any financial links to any company you work for, or the Client, or any of either of their divisions) or the products and/or services of a related company. If a story regarding a related company, product and/or service is deemed newsworthy, the decision to cover it must be discussed with your Client manager. If agreed upon, the story must disclose the relationship with your other employer or the Client.
SOCIAL MEDIA
In providing services for the Client, contingent journalist are expected to:
- Always break news and run exclusive material first on the Client terminal, not on one’s personal social media postings.
- Show good judgment and professionalism in all social media posts. Avoid criticizing rival news organizations.
- Correct erroneous social media posts.
- Avoid making statements on social media that suggest you are writing on behalf of, or expressing the views of, any subject you’re covering for the Client, unless you have the Client’s prior written approval.
- Never reveal on social media any non-public information garnered in the course of news gathering, or any confidential or proprietary information about the Client.
- Never display the Client logos and trademarks without prior written consent from the Client.
Independent Contractor further warrants and represents that Independent Contractor has reviewed and understands the “Ethical Code of Conduct for Contingent Journalists,”. Independent Contractor shall comply with the standards and requirements articulated therein.
