Terms of Service

1. Who we are

MPBxChange is operated by The Northeastern Consultants Company Limited (Thai DBD registration 0105562014156), Bangkok, Thailand. It publishes a reference on printed circuit board (PCB) manufacturing in Thailand and a directory of Thai PCB plants compiled from public sources, and lets buyers publish requests, receive quotations and record an agreed contract (e-signature, milestone tracking, dispute mediation). The platform is in a testing period.

2. B2B scope only

This platform is intended exclusively for use by registered legal entities (juristic persons) for B2B procurement. By creating an account you represent that you are authorised to act on behalf of a juristic person registered with the Thai Department of Business Development (DBD) or an equivalent foreign company registry.

The service is designed for business procurement. Mandatory legal protections apply where the law requires them, regardless of an account label or these Terms. Nothing in these Terms excludes rights or liability that cannot lawfully be excluded.

3. Electronic signature and electronic record consent

By using this platform you expressly consent — under Section 9 of the Electronic Transactions Act B.E. 2544 (2001) — to the use of electronic signatures and electronic records for all commercial communications, contracts, quotations, and supporting documents on the platform. You agree that:

• The platform records the authenticated session, network information, time and document fingerprint as evidence of the signing action. These records support identification and intent; they do not by themselves prove a person's authority to bind a company.
• Electronic records may be submitted as evidence. Their admissibility, reliability and weight are determined under applicable law by the relevant court or tribunal.
• Before signing, confirm the final terms and your authority to sign. Electronic signatures can have legal effect when applicable requirements are met; MPBxChange does not guarantee enforceability in every transaction or jurisdiction.

4. Anti-money-laundering, sanctions, export controls, and prohibited goods

By creating an account and at the moment of each contract signing, you represent and warrant that:

• Neither your org nor any beneficial owner ≥25% is subject to sanctions administered by the United Nations, the United States, the European Union, the United Kingdom, or the Thai Anti-Money Laundering Office (AMLO).
• The funds used to pay for any order derive from lawful business activities.
• You will provide additional documentation (beneficial-ownership chain, source of funds, transaction-purpose declaration) on reasonable platform request.

MPBxChange may, in its sole discretion, decline a transaction, freeze access, or report to AMLO under the Anti-Money Laundering Act B.E. 2542 (1999) if a screening or transaction-monitoring rule flags a concern. Misrepresentation on this clause is grounds for immediate account termination.

Export controls, dual-use, and the goods you trade. Goods, materials, software, and technology traded through MPBxChange may be subject to export controls, import controls, trade sanctions, or licensing requirements. For every listing, quote, contract, and transaction, you — not MPBxChange — are the exporter, importer, consignor, consignee, and party of record, and you alone are responsible for compliance with all applicable trade-control laws of every relevant jurisdiction.

By listing, quoting, contracting, or transacting, you represent, warrant, and covenant — on creating your account and again at each contract signing — that:

• You are solely responsible for determining the export-control classification of every item you list or trade — including, where applicable, its ECCN under the U.S. Export Administration Regulations (EAR), any U.S. Munitions List / ITAR category, EU and Wassenaar Arrangement dual-use listings, the Missile Technology Control Regime (MTCR) and Nuclear Suppliers Group lists, and Thailand’s Trade Controls on Weapons of Mass Destruction Act B.E. 2562 (2019) and the Arms Control Act B.E. 2530 (1987) — and for obtaining every licence, permit, end-use and end-user certificate, and authorisation required.
• You will not list, offer, request, broker, export, import, or transact any item whose transfer would require a licence or authorisation you do not hold, or that is prohibited to you, to your counterparty, or to the destination under applicable law or sanctions.
• No item, its end use, or any party to your transaction is destined for or associated with a prohibited end use or a restricted, denied, or sanctioned party — including any weapons-of-mass-destruction, missile, nuclear, chemical, biological, or unauthorised military or military-intelligence end use.
• All information you provide about an item — its description, specification, classification, country of origin, intended end use, and end user — is accurate and complete, and you will update it before settlement if it changes.

Prohibited goods. You must not list, offer, request, broker, or transact, and the platform must not be used for:

• Weapons, munitions, ammunition, and their specially designed components, and any defense article on the U.S. Munitions List or an equivalent national munitions or military list, except where you hold every licence and authorisation required for the specific transaction;
• Explosives, propellants, pyrotechnics, oxidizers, and energetic materials or their precursors;
• Nuclear, chemical, biological, radiological, or missile-related items controlled for weapons-of-mass-destruction reasons under any applicable regime;
• Any good, software, or technology whose transfer is prohibited to you, your counterparty, or the destination under applicable export-control law or sanctions; and any item you are not lawfully entitled to sell, buy, export, import, or broker.

Neutral venue; no knowledge or control of goods. MPBxChange provides a venue and workflow tools and does not take title to, manufacture, inspect or transport goods. Users must check the legality, classification, origin and end use of their own transactions. Screening and technical suggestions are assistance, not legal or customs advice. This does not remove the platform's own legal duties, including duties arising when it receives a credible notice of unlawful content.

Indemnity and enforcement. You will indemnify, defend, and hold harmless MPBxChange and its officers, directors, employees, and affiliates from and against any claim, loss, fine, penalty, seizure, forfeiture, or liability of any kind arising out of or relating to your listings or transactions, including any actual or alleged violation of export-control, import-control, sanctions, customs, or anti-money-laundering law, any misclassification, any prohibited end use, or any dealing with a restricted or denied party. MPBxChange may, in its sole discretion and without liability, refuse, remove, suspend, or block any listing, account, or transaction, withhold or reverse any workflow step, preserve and disclose records, and report to any competent authority (including AMLO and Thai or foreign export-control and customs authorities) where it has reason to believe this Section may be implicated. Any misrepresentation under this Section is grounds for immediate account termination, in addition to any other remedy.

5. Payments between the parties

MPBxChange does not receive, hold, release or refund order payments. The buyer pays the supplier directly under the payment terms in the contract. MPBxChange does not operate or arrange escrow. The platform records the agreed payment schedule and what each party reports.

Order payments pass directly between the buyer and the supplier. They are never platform property and are not subject to claims of MPBxChange's creditors.

6. Spec snapshot — frozen at signing

When both parties sign a trade contract, the technical specification, the milestone schedule, and the counterparty identity are frozen as a tamper-evident snapshot. The supplier may not unilaterally substitute material, alter specifications, or change identity post-signing. Any change requires a written change order accepted by both parties via the platform.

7. Platform fee

During the testing period MPBxChange charges no platform fee. Factories list and quote free of charge. Any future fee will be published at /pricing and shown in the contract before signing, and applies only to contracts signed after publication. The buyer pays the supplier the contract amount directly.

Requests, quotations, the supplier directory and the meeting room are free to use.

8. Dispute resolution

Disputes are escalated through three tiers:

• Mediation by MPBxChange within 5 business days. Either party may open a dispute case. MPBxChange reviews the recorded evidence and may propose a resolution (favor buyer / favor supplier / split / no action). MPBxChange holds no funds and cannot pay or withhold money for either party.
• Trade specialist mediation if the parties don't accept MPBxChange admin's proposal. An accredited inspection firm assigned to the case renders an independent assessment.
• Binding arbitration at the Thai Arbitration Institute (TAI) under TAI Rules. Seat: Bangkok. Language: English. Awards enforceable globally under the New York Convention.

Either party may seek interim relief from a competent Thai court without waiving this clause.

9. Platform role · disclaimers · liability

9.1 Role. MPBxChange is a technology provider and workflow operator only. MPBxChange is not a seller, buyer, importer of record, customs broker, freight forwarder, escrow agent, payment service provider, registered investment adviser, lawyer, or guarantor of any kind. MPBxChange does not take title to goods, hold buyer or supplier funds in its own accounts, represent either party in negotiation, or warrant any outcome of any deal initiated, negotiated, signed, settled, disputed, or terminated through the platform.

9.2 Counterparty risk is the user's. Suppliers represent that goods conform to the spec snapshot; buyers verify on receipt. The commercial outcome of any trade — including price, quality, fitness for purpose, regulatory compliance, on-time delivery, working condition, authenticity, country-of-origin, conformity to representations, post-sale support, warranty honour, and payment of duties or taxes — is the responsibility of the buyer and supplier exclusively.

9.3 Disclaimer of warranties. The platform is provided “as is” and “as available”. To the maximum extent permitted by Thai law, MPBxChange disclaims all warranties, express, implied, statutory, or otherwise — including warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted service, error-free operation, accuracy of data, completeness of search results, fitness of any matched counterparty, validity of any certification displayed, currentness of any reference price, or accuracy of any HS-code suggestion, duty estimate, shipping cost, Incoterm interpretation, refrigerant compatibility, regional compliance flag, or any other advisory output of the platform’s tooling.

9.4 Specific things MPBxChange is not liable for (non-exhaustive):

• Goods that fail to conform to the spec snapshot, or arrive damaged, late, or not at all.
• Counterparty insolvency, fraud, sanctions, criminal acts, or refusal to perform.
• Customs delays, seizures, duty assessments, HS misclassification, or border refusals — the buyer is the importer of record under Thai Customs Act B.E. 2560.
• FX rate movement between quote, signing, and settlement.
• Bank-side processing delays — incoming wire reconciliation, outbound wire reversals, refund posting times, or Stripe / Stripe Connect timelines.
• Regulator orders affecting service availability (BOT, SEC, ETDA, NCSA, MDES, Thai FDA, TISI, customs, sanctions authorities).
• Interruptions caused by upstream providers (Supabase, Vercel, LINE, WhatsApp, Resend, our public data sources).
• Third-party content surfaced on the platform: manufacturer datasheets, supplier-uploaded certificates, research compiled from public sources, or any output produced by any model, tool or third-party API that a user connects to the platform.
• Errors in spec extraction (PDF ingest, canonical-part matching, controlled-vocabulary normalisation), spec-puzzle visualisations, part-signature hashes, and any subsequent reliance on those outputs by the parties.
• Outcomes of any AI client a user connects with their personal token: the user is fully liable for every act taken with that token.
• Force majeure, including but not limited to acts of god, war, terrorism, pandemic, civil unrest, network outages, undersea cable disruptions, power failures, governmental intervention, currency controls, and changes in law or regulation.
• The nature, specification, quality, safety, authenticity, legality, classification, country of origin, export-control status, or end use of any goods, materials, software, or technology listed, quoted, requested, or traded by users — and any loss, fine, penalty, seizure, forfeiture, injury, or damage of any kind arising from or relating to them. MPBxChange does not inspect, test, verify, classify, possess, or take title to any goods, is not the exporter, importer, or party of record, and is not a party to any transaction between users (see Section 4); each user is solely responsible for what it lists, buys, sells, and ships.

9.5 Liability cap. To the maximum extent permitted by Thai law, MPBxChange's aggregate liability to any user, organisation, agent, or third party — for any claim, cause of action, theory of liability, or related series of claims arising out of or in connection with the platform, these Terms, the Privacy Policy, any contract executed on the platform, any dispute mediated through the platform, any agent grant, or any data processed by the platform — is capped at the lesser of: (a) the total platform fees actually paid by the claiming party to MPBxChange in the six (6) months immediately preceding the event giving rise to the claim, and (b) THB 100,000. This cap applies in aggregate across all claims by all related parties and is not multiplied per claim, per cause of action, or per contract.

9.6 Excluded damages. Under no circumstances will MPBxChange be liable for indirect, incidental, special, consequential, exemplary, or punitive damages of any kind, including but not limited to lost profits, lost savings, loss of business, lost goodwill, line-stoppage cost, retooling cost, recall cost, regulatory penalty, reputational harm, downstream warranty exposure, third-party claim, opportunity cost, currency loss, arbitration cost, attorney's fee, or expert witness fee — even if MPBxChange has been advised of the possibility of such damages and even if the stated remedies fail of their essential purpose.

9.7 Indemnification. Each user agrees to indemnify, defend, and hold harmless MPBxChange, its operators, officers, directors, employees, agents, contractors, and successors from and against any third-party claim, demand, action, proceeding, loss, damage, fine, penalty, or expense (including reasonable attorney's fees) arising out of: (i) the user's breach of these Terms; (ii) the user's violation of any law, regulation, sanctions regime, or contractual obligation to a third party; (iii) any act of an agent enrolled under the user's account; (iv) any content the user posts, uploads, transmits, signs, or causes to be displayed on the platform; (v) any goods or services traded on the platform by the user; (vi) any tax, duty, or customs assessment arising from a deal facilitated by the platform; or (vii) the user's misrepresentation in KYC, UBO, sanctions screening, or AML attestation.

9.8 Mandatory rights and claim periods. Nothing in these Terms limits liability for fraud, wilful misconduct, gross negligence or any liability that applicable law does not permit us to exclude or limit. The statutory limitation periods apply; these Terms do not impose a shorter period for bringing a claim. These protections qualify every disclaimer, liability cap, indemnity and dispute clause in these Terms.

9.9 Severability. If any provision of this Section 9 is held unenforceable in a particular jurisdiction, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to render it enforceable while preserving the parties' intent that MPBxChange's exposure to claims arising from platform use be limited to the greatest extent permitted by law.

10. Human decision required for trading acts

Every trading act on the platform — submitting a buy RFQ, submitting a sell offer, submitting a quote, signing a contract, and counter-signing a contract — must be the decision of the human user of the account. MPBxChange is not a counterparty to any trade and is not responsible for the price, quantity, spec, counterparty selection, or commercial outcome of any submission.

Human attestation. Each trading-act submission requires the human user to affirmatively confirm, at the moment of submission, that they are the human, that they reviewed the price and terms, and that they are submitting on their own decision. The platform records this attestation in the audit log; that record is the platform’s evidence of the user’s sole responsibility for the act.

Auto-populate is a typing aid, not a decision-maker. Any value pre-filled by the platform’s identification, extraction, or matching tooling (PDF auto-populate, supplier matching, spec hydration from the canonical-parts catalog, etc.) is for the user’s convenience only. The user is responsible for verifying every value before attesting and submitting.

Default block on automated submission. Bots, browser-control automation, headless drivers and other clients that do not use a personal token are not permitted. The platform may detect and reject such submissions. Attempting to circumvent the human attestation gate by spoofing, scripting or otherwise is a material breach of these Terms.

Your own AI. You may connect your own AI client with a personal token from Account · Your AI. Every action taken with that token is your own act, and you remain fully liable for it. MPBxChange runs no AI that acts for users and may revoke a token at any time.

No platform auto-pilot. The platform itself will not submit trading acts on behalf of users. Features that would do so (e.g. “auto-bid on matching RFQs”) are explicitly out of scope and will not be added.

11. Intellectual property and data

Suppliers and buyers retain ownership of their own product specifications, brand assets, and trade-secret information uploaded to the platform. MPBxChange is granted a non-exclusive, sub-licensable licence to use this content solely to operate the platform: to display listings, generate contract PDFs, transmit information to the chosen counterparty, and produce anonymised market-intelligence aggregates.

Confidentiality of commercial terms, frozen specs, and counterparty identities is maintained for a minimum of 3 years after the contract closes. See the Privacy Policy for personal-data handling.

12. Account suspension and termination

MPBxChange may suspend or terminate an account on reasonable notice for:

• Material breach of these Terms.
• Misrepresentation in KYC, AML attestation, or KYC documentation.
• Repeated or material disputes with adverse rulings against the org.
• Inactivity exceeding 12 months.
• Order from a competent regulator or court.

On termination, the org may export its data per the Privacy Policy for 90 days after the termination date.

13. Changes to these terms

We may update these Terms. Material changes (any change to scope, jurisdiction, dispute path, fee structure, liability cap, e-signature terms, or AML obligations) require re-acceptance through the platform, recorded against your auth_consents audit row. Non-material changes (typo corrections, address updates) take effect on publication.

14. Governing law and jurisdiction

These Terms are governed by and construed in accordance with the laws of the Kingdom of Thailand. Subject to the dispute-resolution clause above, the parties submit to the non-exclusive jurisdiction of the courts of Thailand.

15. Regulatory architecture

15.1 Payments between the parties. Buyers pay suppliers directly under the payment terms in each contract. MPBxChange does not receive, hold, release or refund order payments and does not operate or arrange escrow.

15.2 No payment service. MPBxChange does not issue electronic money or provide a payment service for order payments. Any payment status shown on the platform is a record of what the parties report, not a balance.

15.3 Digital platform regulation. MPBxChange assesses its obligations under the Royal Decree on the Operation of Digital Platform Service Businesses B.E. 2565, administered by the Electronic Transactions Development Agency, as the scope and use of the platform change.

15.4 Computer Crime Act compliance. Computer-traffic data (login events, IP addresses, user agents, action timestamps) is retained for at least 90 days as required by §26 of the Computer Crime Act B.E. 2550 (amended 2560).

15.5 Cross-border data transfer.Personal data may be processed outside Thailand by the providers identified in the Privacy Policy. Transfers must use a lawful mechanism and any safeguards required by applicable data-protection law. Acceptance of these Terms alone is not specific consent to a transfer requiring separate informed consent. Contact us for information about the safeguards applicable to your data.

15.6 Customs broker disclaimer. MPBxChange is not a customs broker and does not act as declared agent under the Customs Act B.E. 2560. HS-code suggestions, duty estimates, shipping costs, and Incoterm interpretations shown on the platform are advisory only. The buyer is the importer of record and bears responsibility for accurate customs declarations and duty payments.

15.7 Hash-chain integrity. Cryptographic hashing of contract content for tamper-evident audit trails is an internal data-integrity measure; nothing is recorded on any blockchain or public network. It does not constitute a digital-asset business under the Emergency Decree on Digital Asset Businesses B.E. 2561, and no digital asset, cryptocurrency, or digital token is held by MPBxChange for any user.

16. Private request details and online NDAs

16.1 A buyer may mark details of a request as private, such as quantity, board size, delivery destination, requirements, the application, and further details. Private details are not shown in the public request, in search results, in notices sent to factories, or through any public interface of the platform. They are shown only to the buyer and to users of a company whose NDA for that request is in effect.

16.2 Private details are opened under the MPBxChange mutual non-disclosure agreement in the version shown at signing (the "NDA"). The NDA is made between the buyer and the supplier. MPBxChange is not a party to it, does not enforce it, and is not liable for a party's breach of it.

16.3 By publishing a request with private details, the buyer signs the NDA for its company as an offer to any supplier that signs it through the platform while the request is open. A supplier signs by confirming its company details and entering a one-time code sent to the signer's email address. Each person who signs confirms that they are authorised to bind the company named. The buyer may choose to approve each supplier; a supplier that is not verified on the platform always needs the buyer's approval. The buyer may decline a supplier, or close a supplier's access later; the NDA continues to apply to information already shared.

16.4 For each signature the platform keeps the full text as signed with its SHA-256 fingerprint, the time, the signer's name, position and stated authority, the company details entered, a masked network address and a keyed hash of it, the fact that the one-time code was confirmed (never the code), and a time-stamp from an independent RFC 3161 time-stamp authority, which receives only a fingerprint of the record and never its content. Both parties receive the signed agreement by email. The buyer can see a record of who signed and when private details and files were opened. The buyer's company name is disclosed to a supplier once the supplier has signed.

16.5 The NDA form is provided as a convenience and is not legal advice. Parties may agree their own NDA outside the platform. On a party's request, or on a lawful order, MPBxChange will provide the signature record it holds.

17. End-to-end encryption

17.1 Private files on a request, and messages and files in a meeting room once a participant turns encryption on for that room, are encrypted in the user's browser before they reach MPBxChange. MPBxChange stores them encrypted and does not hold the keys needed to read them.

17.2 Each user protects their keys with a passphrase. MPBxChange never receives the passphrase and cannot reset it or recover anything locked with it. A user who forgets it can regain access on a new device only when another member shares access again; content that only that user could open may be lost. Each user is responsible for keeping the passphrase secret and for the security of the devices where encryption is unlocked.

17.3 Encryption does not hide everything. MPBxChange can see who belongs to an encrypted room or request, when items are sent and their sizes, fingerprints of encrypted items, and search tokens derived from words, which show when the same word appears again but not the word itself. The public part of a request, offers and deal terms in the deal table, contracts, invoices, payment records, inspection records and NDAs are not end-to-end encrypted, because the platform must process them. Messages sent before encryption was turned on stay as they were sent.

17.4 Each user has a security code. Comparing security codes with the other party, by a channel the parties trust, confirms that each holds the other's genuine keys.

17.5 Because MPBxChange cannot read encrypted content, each party keeps and produces its own copies if it needs them as evidence. MPBxChange keeps an append-only, hash-chained record of the fingerprints of encrypted items, which can show that a copy produced later matches what was exchanged. MPBxChange cannot produce the content of encrypted items to anyone, including an authority, and in answer to a lawful request will provide only the records it holds.

17.6 Encryption must not be used to exchange anything unlawful. MPBxChange may suspend an account on credible evidence of misuse from any other source.

18. Inspection before payment

18.1 Payments pass directly between buyer and supplier, as set out in section 5. A supplier records its invoices on the platform, stating whether each is due on issue or a number of days after the lot it covers passes inspection.

18.2 A lot inspection is recorded by the buyer or its inspection company, or by the supplier, in which case it takes effect when the buyer confirms it. From the lot size, inspection level, acceptance quality limits and the nonconformities entered, the platform calculates the ISO 2859-1 sampling plan and the result. MPBxChange does not inspect goods, does not certify their quality, and is not responsible for the accuracy of the counts or reports that users enter. The calculation is a tool; acceptance is governed by the contract between the parties. The other party may dispute a recorded result with reasons, as the contract provides.

18.3 Due dates shown on the platform are calculated from these records. They do not change the contract. Each party remains responsible for paying when due and for checking that payment was received.

19. Contract forms, clauses and governing law

19.1 Contract forms, clauses, jurisdiction clauses and the NDA form are provided as a convenience for business-to-business trade. They are not legal advice and do not create a lawyer and client relationship. Each party should take its own legal advice, in particular on the law of its own country. Parties may amend clauses before signing, and the text they execute governs.

19.2 Where the parties choose a governing law and an arbitration institution, the corresponding clauses apply between them. Translations of contract text are for convenience; the English text governs unless the parties agree otherwise in writing.

19.3 MPBxChange is not a party to any contract between users, is not an escrow agent, trustee or payment agent, and does not guarantee the performance of any party.

20. Factory profiles, content and complaints

MPBxChange is an independent platform and does not represent a listed factory. Inclusion in research or the directory does not imply a commercial relationship or endorsement. Approval to manage a profile establishes profile access; it is not certification of production origin, capacity, product quality or financial standing. Factory statements and supporting links are identified as factory-provided. Check current certificates, issuer, scope and expiry before relying on them.

Publish only content you are authorised to share. Do not publish confidential drawings, customer identities, personal data, logos or documents without the necessary rights and lawful basis. Do not invent credentials, endorsements, performance results or customer relationships. Keep public claims accurate and update or remove outdated material. Example profiles and their sample documents are fictional and cannot be used as credentials.

To report inaccurate information, impersonation, misuse of intellectual property, a privacy concern or another suspected violation, use the complaint instructions on /contact#report. Include the page URL, the specific material, the reason and a way to contact you. Do not email confidential production files. Reports are requests for review, not automatic findings of wrongdoing. We may seek further information, restrict material where appropriate and notify affected parties when lawful and safe. Affected parties may request reconsideration through the same channel. This process does not restrict statutory remedies or complaints to a regulator.

21. Contact

Operator: The Northeastern Consultants Company Limited (DBD 0105562014156), Bangkok, Thailand
Support: support@mpbxchange.com
Data Protection Officer: dpo@mpbxchange.com
Disputes: support@mpbxchange.com
General: hello@mpbxchange.com