These Conditions were last updated on 27 July 2017
These are the terms and conditions (the “Conditions”) upon which the Client shall strictly comply with in providing the Advertising Services. The Client is advised to take the time to read them carefully. By registering the Client's personal information and the Vehicle on the Mobile Application, the Client indicates that he/she has read, understands and accepts the Agreement and that he/she agrees to abide by the Agreement. This will be deemed legally enforceable agreement between us.
We may change these Conditions from time to time without giving prior notice to the Client. It is the Client's responsibility to make sure that he/she is acquainted with the up to date the Conditions. Unless provided otherwise, any changes to the Conditions will take effect immediately upon posting of the changed the Conditions on this webpage. The Client acknowledges that the Client's continued provision of the Advertising Services represents his/her agreement to be bound by the current version of the Conditions and, unless stated in the current version, all previous versions shall be superseded by the then current version.
In this Agreement, the following words and expressions shall have the following meaning:
"Advertisements" means any advertisement affixed to the Vehicles.
"Advertiser" means business or company that commissions the type of Advertisements that is affixed to the Vehicle.
"Advertising Campaign" means the program of advertisements.
"Advertising Services" means the services that the Accepted Client shall provide to us in the Advertising Campaign that the Accepted Client has been approved to participate in, including displaying the Advertisements on the Vehicle.
"Agreement" means this agreement between the Client/Accepted Client and us, which is made up of the Conditions, the Registration Form, and the terms and conditions of any Advertising Campaign that the Accepted Client has been approved to participate in.
"Application" means the mobile application program listed in iTunes or Google Play under the name Flare.
"Registration Form" means the registration forms on the Mobile Application, which holds the Client's personal information and the Vehicle's details. The Registration Form shall constitute an integral part of this Agreement.
"Service Fees" means the amount as determined by us in each Advertising Campaign to be paid to the Accepted Client in consideration of the Advertising Services. This Service Fees will be paid in accordance with Clause 7 of these Conditions.
"Advertising Period" means the period, during which the Advertisement shall remain affixed to the Vehicle and which the Accepted Client shall provide the Advertising Services for each Advertising Campaign.
"Vehicle" means the motor vehicle registered in the Registration Form, and on which the Advertisements will be displayed as per the Advertising Campaign.
When we use words "we", "our", and "us", we are referring to Flare (Thailand) Co., Ltd., a company registered under the law of Thailand with our registered office at 101 Mobicom 3, unit C1, 4th Fl., Soi Praphinit, Naradhiwasrajanakarin Road, Thungmahamek, Sathorn, Bangkok
When we use word the "Client", we are referring to you, who registers his/her personal information and the Vehicle on the Application, and wishes to provide the Advertising Services. When we use word the "Accepted Client", we are referring to the Client who is registered on our database and is accepted by us for an Advertising Campaign.
The Client/Accepted Client represents and warrants as of the date on which he/she has submitted the Registration Form that:
The Client/Accepted Client is legally entitled to operate and use the Vehicle to comply with the Agreement, and have the irrevocable consent of all persons with any legal interest in the Advertising Services including, but not limited to, the Vehicle owner, joint owner, or lessee of the Vehicle and any bank, lender or finance company. The Client/Accepted Client shall indemnify us against all claims, losses, or damages that the Vehicle owner and other person may seek, should the Client/Accepted Client fail to obtain this consent before this Agreement is effective.
The Client/Accepted Client has never received any convictions for any drink driving offence, and, similarly, have received no convictions for causing death/manslaughter/culpable homicide by driving.
to the best of the Client/Accepted Client's knowledge there are no convictions pending which may prevent him/her from participation or, at a later date, prevent him/her from participation in an Advertising Campaign. The Client/Accepted Client agrees to notify us of any pending convictions after the date of submission of the Registration Form.
The Client/Accepted Client has a valid driver's license and other relevant documents required by applicable laws for driving and the Vehicle.
The Client/Accepted Client has full authority to enter into this Agreement and has received all necessary consents required by other agreements or laws.
The Client may choose to participate in any Advertising Campaign as he/she desires. However, the Client shall not participate in more than 1 (one) Advertising Campaign at a time.
If we, at our sole discretion, accept the application of the Client into the Advertising Campaign, the terms and conditions of such Advertising Campaign as determined by us shall constitute an integral part of this Agreement, and the Accepted Client shall strictly comply with the terms and conditions of such Advertising Campaign.
The Advertising Campaign has been approved based upon the Accepted Client's personal driving record and skills. The Accepted Client shall not allow anyone other than the Accepted Client to provide the Advertising Services. In case the Accepted Client fails to comply with this Clause 5.2, we may refuse or deduct the payment of the Service Fees and/or terminate this Agreement.
On the date, time and location specified by us, the Accepted Client shall make the Vehicle available and ready for installation of the Advertisement. The Accepted Client shall make the vehicle to be presented in a clean state on the fitting date without any marks or damage to ensure that any stickers can be directly applied.
The Advertisements are printed on quality removable vinyl decals or stickers designed to be used in cars without any residue or damage; however, upon application and removal of the Advertisements damage may be caused to the Vehicles that are not well maintained or have been repainted. In order to mitigate this risk, we may, at our sole discretion, reject any Vehicle we deem to be in poor condition as being unsuitable for the Advertising Services or for any other reasons.
The Advertisements are and shall remain our property, and the Accepted Client shall either return or dispose of them upon our instructions at the end of the Advertising Period or upon the termination of the Agreement, whichever is the sooner.
During the Advertising Period, the Accepted Client shall maintain the Advertisement in good and clean condition. We reserve the right to refuse payment to the Accepted Client during such time that the Advertisements are damaged or lost until the new Advertisements are placed. We may deduct sums from the Service Fees to cover the reasonable replacement value.
Subject to paragraph one of this Clause 5, the Accepted Client shall not remove or tamper with in any way the Advertisements. In case of the Accepted Client's failure to comply with this Clause 5.4, we may provide the Advertisements to another Vehicle and may also terminate the Agreement immediately. Without prejudice to our right to claim compensation for any other damage or loss incurred or suffered by us, the Accepted Client shall reimburse our costs for providing the Advertisements to another Vehicle. We may deduct such sums from the Service Fees.
During the Advertising Period, the Accepted Client shall maintain the Vehicle in good and clean condition (mechanically and cosmetically).We reserve the right to refuse payment to the Accepted Client during such time that the Vehicle is damaged and/or undergoing mechanical repairs, or is unavailable for any other reason.
At the end of the Advertising Period, we will provide instructions regarding the removal of Advertisements. The Accepted Client shall remove the Advertisements and shall dispose of any waste materials safely and in accordance with our instructions.
From time to time, we may carry out any check to verify that the Accepted Client provides the Advertising Services in compliance with this Agreement. The Accepted Client shall cooperate and coordinate with us in such verification as we reasonably request.
If the Accepted Client fails to comply with our request, we may refuse or reduce the Service Fees as we deem to be appropriate.
Any deception, fraud, or trick in providing the Advertising Services is strictly prohibited, and constitutes the Prohibited Practices and a material breach of the Agreement. We are entitled to take all reasonable steps to prevent and detect such practices.
If in our reasonable opinion the Accepted Client has done, participated in or have been connected with any form of the Prohibited Practices, we are not obliged to pay the Service Fee or any other sum under this Agreement. In such event, without prejudice to any other right and remedy we have under the laws or this Agreement, we will ban and blacklist the Accepted Client's account permanently and terminate the Agreement with the immediate effect.
We may use any photos, videos or other media regarding the Vehicle or any other information that we may request from the Client/Accepted Client for internal purposes or in the promotion and advertisement of our services.
We may cancel the Advertising Campaign at any time for any reason with immediate effect by notifying the Accepted Client in writing. The Advertising Period shall end on such cancellation date; however, the Agreement shall remain in full force and effect after the cancellation of the Advertising Campaign. In case such cancelation is not due to the Accepted Client’s fault, we will pay the Service Fees to the Accepted Client on the prorate basis.
The Accepted Client is not entitled to cancel the Advertising Campaign during the Advertising Period.
The Client/Accepted Client covenants and agrees that he/she shall:
(a) drive and act in a responsible manner and not do anything to put us or the Advertiser at risk;
(b) act at all times during the Advertising Period in the best interests of us and the Advertiser, and to not act in any way that may cause us, the Advertiser or the Advertising Campaign to be brought into disrepute;
(c) comply with all applicable laws regarding driving and the Vehicle, and maintain all relevant documents including valid driver's license and insurance on the Vehicle (or ensure that the Vehicle's owner is maintaining such documents, as the case may be);
(d) provide to us only information that is accurate and complete in all material aspects.
In case the Client/Accepted Client's information is required updating, the Client/Accepted Client shall update such change from the account menu on the Mobile Application immediately
If the Client/Accepted Client has provided any false, incorrect, incomplete or misleading information, or if the Client/Accepted Client fails to notify us of any change in the information, the Client/Accepted Client shall be deemed to have materially breached this Agreement and we may suspend the Client/Accepted Client's account in the Mobile Application and terminate this Agreement immediately;
(e) use the Accepted Client's best effort to park the Vehicle in the manner that the Advertisements are fully visible or as visible as possible in such circumstances;
(f) notify us within 24 hours should any of the Advertisements be damaged, stolen or removed; and
(g) not advertise any other campaign, individual, business or organization on the Vehicle during the Advertising Period, without our express written consent.
Subject to other provisions of this Agreement, we shall pay the Service Fees to the Accepted Client's bank account, which has been provided to us in the Mobile Application by the last day of next month after Accepted Client has successfully completed the Advertising Campaign and complied, with our instructions. The payment will not be made via credit wallet.
We reserve the right to refuse or deduct the payment for the Advertising Services if Accepted Client has not conformed to the Agreement throughout the Advertising Period.
The Client/Accepted Client shall pay any sums due to us in full, cleared funds within 30 days of the date of our invoice into a bank account nominated in writing by us.
Without prejudice to any other right or remedy that we may have, if the Client/Accepted Client fails to pay us by the due date, we may suspend the Advertising Services (during such suspension, we may deduce the sum of the Service Fees payable to the Client/Accepted Client on the pro rata basis) until payment has been made in full, or terminate the Agreement immediately.
All sums the Client/Accepted Client is obliged to pay under this Agreement shall become due immediately on the termination of this Agreement or cancelation of the Advertising Campaign, despite any other provision. This Clause 7.4 is without prejudice to any right to claim for interest under the laws, or any such right under this Agreement.
The Client/Accepted Client shall pay all taxes on all payments and benefits arising to the Client/Accepted Client under this Agreement. To the extent required by any applicable law, we may withhold from any payment to the Client/Accepted Client an amount equivalent to any applicable withholding tax.
Without prejudice to any other right and remedy available to it under this Agreement or the laws, either party to the Agreement may terminate this Agreement upon providing one month's written notice to the other party. However, the Client/Accepted Client is unable to terminate the Agreement during the Advertising Campaign, but may give notice of termination so long as the termination date is after the end of the Advertising Period.
Without prejudice to any other right and remedy available to it under this Agreement or the laws, either party to this Agreement may terminate this Agreement or only cancel the Advertising Campaign with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
(b) the other party commits a breach of any provision in this Agreement which is, in our sole discretion, irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;
(c) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), or is incapable of performing the obligations under this Agreement;
(d) the other party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation; and
(e) there is or becomes any law or order from any competent authority that makes the performance of this Agreement illegal or otherwise prohibited.
Termination or expiration of the Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a party prior to or on account of such termination or expiration. All remedies provided hereunder or elsewhere are cumulative. Any provision of the Agreement which contemplates performance or observance subsequent to any termination or expiration, including, without limitation to, Clause 5.6, 5.10, and 7 of the Conditions, shall survive the termination or expiration of the Agreement. Additionally, all provisions of the Agreement will survive the expiration or termination of the Agreement to the fullest extent necessary to give the parties the full benefit of the bargain expressed herein.
We will not be liable to the Client/Accepted Client, whether in contract, tort, breach of statutory duty, or otherwise, for:
(a) any loss or damage caused to the Vehicle or any other property by accident or any other reason except for the damage to the Vehicle that caused by application and removal of the Advertisements by us or in accordance with our instruction;
(b) any damage or vandalism incurred or suffered by the Accepted Client or other persons as result of the Advertisements; and
(c) any loss of profit, or an indirect or consequential loss arising under or in connection with the Advertising Services.
Our total liability to the Client/Accepted Client in respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total amount of the Service Fees.
Any communication to be made to us under or in connection with the Agreement shall be made by email to the following email address:
Such communication will only be effective when we, by an email sent to the Client/Accepted Client’s email address, acknowledge having received that email.
All notices required by or to be given to the Client/Accepted Client pursuant to this Agreement shall be in writing and either personally served on or delivered to the Client/Accepted Client by mail or e-mail at the addresses as set forth under this Agreement. The Client/Accepted Client shall immediately notify us if the Client/Accepted Client changes his/her address for notification purposes. A notice given under this Clause 10.2 will be effective on the Client/Accepted Client's receipt of it, or by mail or email, on the earlier of the Client/Accepted Client's receipt of it and the 3 (third) Business Day after mailing it.
This Agreement does not create an employment, agency or independent contractor relationship between the Client and us, or between the Client and the Advertiser, in connection with the registration on the database or between the Accepted Client and us, or the Accepted Client and the Advertiser, in connection with the Advertisements to be installed and carried on the Vehicle.
This Agreement sets forth the entire agreement of the parties with regard to the subject matter hereof. No other representations, warranties or agreements have been made by either party to the other with respect to the subject matter hereof.
If any of the provisions of this Agreement are found by a court of competent jurisdiction to be invalid or unenforceable, they shall be considered severable and shall not invalidate or make unenforceable the remainder of this Agreement. The parties to this Agreement shall, in such an instance, negotiate in good faith and use the best effort to substitute any invalid or unenforceable provisions with valid or enforceable provisions that achieve, to greatest extent possible, the economic, legal and commercial objectives.
Any delay in enforcing a party's rights under this Agreement or any waiver as to a particular default or other matter shall not constitute a waiver of such party's rights to the future enforcement of its rights under this Agreement, excepting only as to an express written and signed waiver as to a particular matter for a particular period of time.
No party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto; provided, however, that we may assign this Agreement or any of our rights and obligations at any time to any third party.
This Agreement shall be governed by and construed and enforced in accordance with the laws of Thailand without giving effect to the principles of conflicts of laws. The parties to this Agreement agree to submit to the exclusive jurisdiction of the courts of Thailand.