Terms of Service

1. Who we are

MPBxChange (operated by [Operating Entity, registered in Thailand]) provides a B2B procurement platform for industrial materials, equipment, and components. The platform offers specification-driven matching between buyers and suppliers, milestone settlement tooling (escrow or LC where the Parties designate one, administered by the designated provider), and digital trade-contract tooling (e-signature, milestone tracking, dispute mediation).

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.

Use by individual consumers is not supported. The Consumer Protection Act B.E. 2522 does not apply to transactions on this platform; rights and obligations are governed by the Civil and Commercial Code and the contract terms agreed between buyer and supplier orgs.

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:

• Your authenticated session, IP address, timestamp, and the SHA-256 hash of any signed document together constitute a reliable means of identifying you and indicating your intent to be bound.
• The audit log MPBxChange maintains for every action you take is admissible evidence in arbitration and Thai-court proceedings.
• Trade contracts executed through the platform with both parties' e-signatures bind your org as if signed in wet ink.

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 fund any escrow account are derived 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 and forfeiture of in-flight escrow.

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 is a neutral technology venue. It does not manufacture, own, take title to, possess, inspect, test, classify, licence, export, import, ship, or broker any goods, and it is not the exporter, importer, consignor, consignee, customs declarant, or party of record for any transaction between users. MPBxChange does not, and has no obligation to, independently verify the nature, specification, classification, legality, origin, or end use of any item that users list, quote, or trade, and it does not have knowledge or control of that user-generated content. Any screening, classification hint, sanctions check, or compliance tool the platform makes available is provided for users’ convenience only, on an “as is” basis, without warranty of any kind; it does not constitute legal, export-control, or customs advice, does not transfer any compliance responsibility to MPBxChange, and does not relieve any user of its own obligations. Responsibility for the lawfulness of each listing and transaction rests solely and exclusively with the users who create and enter into it.

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 and forfeiture of in-flight escrow, in addition to any other remedy.

5. Settlement arrangements

MPBxChange does not itself hold buyer funds. Each contract settles under the settlement arrangement designated in its commercial terms — the Parties’ designated escrow or trust arrangement, letter of credit, or direct milestone payments. Where the Parties designate an escrow or trust arrangement, it is opened with and administered by the licensed provider the Parties designate, not by MPBxChange. MPBxChange provides the workflow that records when funds become releasable based on the contract’s milestone schedule and the parties’ signed instructions.

Buyer funds belong to the buyer until released to the supplier per the milestone schedule. Funds are not 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

MPBxChange charges a platform fee, calculated as a percentage of total contract value per the take-rate table in effect at signing. The fee is charged to the supplier side and deducted proportionally from each milestone release. The buyer wires the gross contract amount agreed in the contract.

Tier-1 launch promotion: free RFQ posting and free contract signing. Platform fee applies only on settled escrow releases.

8. Dispute resolution

Disputes are escalated through three tiers:

• Mediation by MPBxChange within 5 business days. Either party may open a dispute case. Escrow is frozen; admin reviews evidence; admin proposes a resolution (favor buyer / favor supplier / split / no action).
• 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, Stripe, LINE, WhatsApp, Resend, our scraping sources).
• Third-party content surfaced on the platform: industry-wire RSS headlines, manufacturer datasheets, supplier-uploaded certificates, public-procurement scrape data, AI-generated clause analyses, doctrine-flavoured negotiation suggestions, fraud signals, dispute outcomes, arbitrator awards, lawyer-marketplace responses, agent contributions, or any output produced by any LLM, model, scraper, or third-party API integrated with 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 agent (managed or BYOA) acting under a user's account — the principal user is fully liable for every act of every agent they enroll.
• 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 Limitation period. Any claim arising out of or in connection with the platform, these Terms, or any contract executed on the platform must be brought, if at all, within six (6) months of the date the claim accrued. Claims not brought within this period are permanently barred.

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. Submissions made by AI agents, bots, browser-control automation, headless drivers, or any other non-human client are prohibited by default. 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.

Authorised agents. A user who wishes to use an AI agent or automation tool to interact with the platform must enroll the agent through the dedicated Agent Enrollment channel, sign a separate Agent Grant acknowledging the additional risks, and accept that the user remains personally and fully liable for every act the agent performs under their account. MPBxChange may revoke any agent grant 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 on a free-tier account.
• 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 Settlement arrangements. Each contract settles under the settlement arrangement designated in its commercial terms (the Parties’ designated escrow or trust arrangement, letter of credit, or direct milestone payments). MPBxChange does not itself hold buyer funds. Where the Parties designate an escrow or trust arrangement, it is opened with and administered by the licensed provider the Parties designate; buyer funds remain the buyer’s property until released to the supplier per the milestone schedule signed in the contract, are not platform property, and are not subject to claims of MPBxChange’s creditors.

15.2 Payment-instruction transmitter. MPBxChange transmits payment instructions; it does not issue electronic money. The wallet view is a ledger statement showing fund movements under the Parties’ designated settlement arrangement — not a spendable balance. MPBxChange structures its payment architecture to remain outside electronic-money issuance under the Payment Systems Act B.E. 2560.

15.3 ETDA notification. MPBxChange has filed a notification under the Royal Decree on the Operation of Digital Platform Service Businesses B.E. 2565 with the Electronic Transactions Development Agency, and updates the notification when scope, user counts, or fees materially 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 of Thai users is transferred to processors located outside Thailand (United States, Singapore, European Union) under appropriate safeguards as permitted by §28 of the Personal Data Protection Act B.E. 2562, including Standard Contractual Clauses with each processor. See the Privacy Policy for the full processor list and data-subject rights.

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 (including any optional anchoring to a public testnet for additional integrity assurance) is a data-integrity mechanism. 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. Contact

Operator: [Operating Entity, address in Thailand]
Compliance: compliance@mpbxchange.com
Data Protection Officer: dpo@mpbxchange.com
Disputes: disputes@mpbxchange.com
General: hello@mpbxchange.com