BY ACCEPTING THIS AGREEMENT OR ACCESSING OR USING THE SERVICES, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU ARE USING THE SERVICES AS AN EMPLOYEE, AGENT, OR CONTRACTOR OF AN ORGANIZATION, YOU ACKNOWLEDGE THAT YOU ARE FULL AUTHORIZED TO ACCEPT THESE TERMS AND CONDITIONS ON BEHALF OF SUCH ORGANIZATION.

TS24 may modify this Agreement from time to time. Changes, unless otherwise specified by TS24, will be effective for the Customer upon renewal of the current Subscription Term or when the Customer orders new services after the modification becomes effective. TS24 will endeavor to notify Customer of changes via email, Customer account, or other means.

The “Effective Date” of this Agreement is the date Customer first accesses the Service through the online registration process or the date the first Service Order Form becomes effective, whichever occurs first. This Agreement governs both the initial purchase and any subsequent purchases by Customer that incorporate this Agreement.

This Service Agreement is entered into between TS24 and the individual or entity ordering or accessing the Service. By agreeing to the terms and conditions set forth below, the parties express their agreement to:

1. Provision of Services:
 
TS24 commits to provide the Services and Software in accordance with this Agreement, including any additional terms, applicable SOF, and related documentation. The Services are provided subject to all laws and government regulations relating to TS24’s operations. During the subscription period, TS24 grants Customer a non-exclusive, limited right to access and use the Services and Software for internal business purposes, subject to SOF and the right to use the associated mobile application.

2. Customer Responsibilities:
 
a. Customer Account: Customer must register for an account to place an order or access the Services. Customer must ensure that the account information is current, accurate, and complete so that TS24 can send notifications, reports, and other information via email or through the Customer account.
 
b. Acceptable Use: Customer may use the Services only in accordance with the Documentation and in compliance with the usage limitations set forth in the Service Order Form. Customer agrees to comply with TS24's acceptable use and conduct policy.
 
c. Restricted Use: Customer may not use TS24's technology to (i) process data for third parties, (ii) violate any law, (iii) store or transmit content that infringes intellectual property rights, (iv) for competitive intelligence purposes, (v) license, sublicense, sell, lease, transfer, or otherwise exploit for commercial purposes beyond the scope permitted under this agreement, (vi) misrepresent an affiliation with TS24, or (vii) take any action to circumvent security, decompile, reverse engineer, disassemble, or copy TS24's Technology.

3. Customer Data
 
a. Use of Customer Data: Customer and its licensors retain full ownership and interest in Customer Data. The Customer grants TS24 a non-exclusive, worldwide, royalty-free right to use the Customer Data for the purposes of providing and improving the TS24 Services, in compliance with its legal obligations and this Agreement. The Customer is responsible for ensuring the accuracy and legality of the Customer Data and must have the necessary rights to grant TS24 the license to use this data.
 
b. Data Security: Both TS24 and the Customer undertake to comply with the personal data protection provisions as set out in the DPA. TS24 will apply appropriate safeguards to prevent unauthorized access to or processing of the Customer Data. Any processing of personal data will strictly comply with applicable data protection regulations, this Agreement and TS24's privacy policies. .

4. Intellectual Property
 
a. Ownership: The Customer retains full ownership of the Customer Data and related confidential information provided under this Agreement. TS24 has no ownership rights to Customer Data except as specifically granted in this Agreement. TS24 and its licensors retain ownership of the TS24 Technology and all data related to the use of the Service. Customer also acknowledges that the Service is provided as an online data storage solution and does not have access to the source code of the Service except for the Software that may be downloaded in object code form.
 
b. Usage Data: TS24 has the right to collect and use data arising from the Customer's use of the Service to improve and operate its products and services. This data will not include Customer's confidential information and will be treated as provided in this Agreement and TS24's privacy policy.
 
c. Updates: TS24 may update the Service and Software from time to time to include or remove features. Such modifications shall not materially impair the overall functionality of the Service or Software during the subscription period, unless required for security or legal reasons.
 
d. Services
Third Party Services: Third party products or services may be integrated or made available through the TS24 Services. Customer must accept separate terms with such third party providers and TS24 is not responsible for the support or warranty of such Third Party Services.

5. Fees and Payments
 
a. Fees and Payments: All fees associated with the Customer Account (“Fees”) are set forth in the Service Order Form (SOF) or on the Website. For credit card payments, payment is due immediately upon invoice issuance. Customer hereby authorizes TS24, or our authorized agent, to bill your credit card upon registration for the Services and any renewals. For other forms of payment accepted, payment must be made and paid in full within thirty (30) days of the invoice date or as otherwise provided in the applicable SOF. Payment obligations are non-cancellable and, except as otherwise expressly provided in this Agreement, Fees paid are non-refundable.
 
b. Late Payment: If undisputed Fees are more than thirty (30) days past due, upon receipt of written notice from TS24, we may temporarily suspend Customer’s access to the TS24 Technology, including but not limited to Customer’s Account, until such Fees are paid in full.
 
c. Payment Disputes: TS24 will not exercise its rights under Clause 5(b) (Late Payment) if Customer is disputing the Fees in good faith and is actively cooperating to resolve such dispute. If the parties are unable to resolve the dispute within thirty (30) days, TS24 reserves the right to seek any remedy under this Agreement or at law. Non-disputed fees must be paid in full.
 
d. Applicable Taxes: Fees do not include taxes that may be imposed by local, national or international government agencies, including but not limited to value-added tax (VAT). TS24 provides VAN services such as T-VAN TaxOnline, C-VAN iHaiQuan, and I-VAN iBHXH in accordance with the guidance of the Tax Authority at a VAT rate of 10%. For other software services under the software rental model, the applicable VAT rate is also 10%. The Customer agrees to pay such taxes that TS24 may be required to collect as required by law.
 
e. Affiliate Orders: Customer’s Affiliate may purchase Services directly from TS24 by executing a Service Order governed by this Agreement. Each such Service Order shall constitute a separate agreement between the Affiliate and TS24. If the Affiliate is located in another country, the tax and legal terms may be modified accordingly.
 
f. Purchases from Channel Partners: Customer may purchase Services, Software or Mobile Applications from TS24’s authorized Channel Partners. Products purchased through Channel Partners will be subject to this Agreement. All Fees (including Taxes) shall be payable to the Channel Partner in accordance with the agreed terms. Customer acknowledges that, if purchased through a Channel Partner, any credits or refunds under this Agreement will be processed by the Channel Partner, which will release TS24 from its respective obligations.

6. Term, Termination and Suspension
 
a. Term: This Agreement is effective as of the Effective Date and will continue to apply throughout the current Subscription Term. Service Plans begin on the start date specified in the relevant SOF and continue for the specified Subscription Term.
 
b. Renewal: Unless one party notifies the other in writing of non-renewal or downgrade at least sixty (60) days prior to the expiration of the Subscription Term, Service Plans will automatically renew for the same number of Users and the same Service Plan. TS24 reserves the right to adjust the Fees at the beginning of each Subscription Term, including renewed Subscription Terms. Fees for renewed Subscription Terms must be paid on the renewal date.
 
c. Suspension: TS24 may temporarily suspend Customer’s access to the Services, Software or Mobile Application for the following reasons: (i) late payment or non-payment of Non-Disputed Fees; (ii) Customer’s failure to renew the Services; (iii) violation of the Terms of Use restrictions by Customer or its Users; or (iv) if TS24 deems the suspension necessary to prevent or address security-related incidents. TS24 will attempt to limit the suspension to the affected Users or TS24 Technology and will restore the service as soon as the issue is resolved.
 
d. Termination for Good Cause: Either party may terminate the Service
Terminate this Agreement by written notice to the other party if the other party commits a material breach and fails to cure such breach within thirty (30) days after notice, or immediately if the other party becomes the subject of a bankruptcy filing or any other serious financial proceeding.
 
e. Free Trial: After the free trial period ends, TS24 may immediately suspend Customer’s access to the Trial Service. Customer must export or archive Customer Data before the trial period ends. TS24 has no obligation to retain or archive Customer Data after the trial period.

7. Export and Retention of Data
 
Upon termination or expiration of this Agreement or any SOF for any reason, Customer’s access to the Services, Software, Mobile Applications, APIs, and other TS24 Technologies will cease. TS24 recommends that Customer proactively export all Customer Data before closing the Account. TS24 will allow export of Customer Data within fourteen (14) days of the termination of the Agreement or the relevant SOF. After this period, TS24 shall retain Customer Data for three (3) months before permanently deleting it, unless a longer retention period is required by law for the purposes of legal compliance, financial preservation or dispute resolution. After this period, Customer Data will not be recoverable.

8. Security
 
Each party undertakes to protect the other party's Confidential Information against unauthorized use, access or disclosure in the same manner as it protects its own Confidential Information and with no less care than is reasonably practicable. The receiving party shall use the disclosing party's Confidential Information only to perform its obligations and rights under this Agreement, and shall disclose it only to employees and agents who need to know the Confidential Information to perform such obligations. The receiving party may also disclose it if required by law or by a court of competent jurisdiction. In the event of improper disclosure, the disclosing party shall be entitled to seek appropriate legal remedies, in addition to any other remedies available at law.
 
9. Warranties and Disclaimers
 
a. Limitation of Warranty:
TS24 and its affiliates, resellers, distributors and suppliers make no warranties, express or implied, with respect to your use of our services. Your use of the services is entirely at your own risk and we provide the services on an “as is,” “with all faults,” and “as available” basis. TS24 does not warrant that the services will operate accurately or in a timely manner. You may have other legal protections under your jurisdiction, and nothing in these terms is intended to limit those rights. You understand that computer and telecommunications systems are not error-free and may occasionally experience temporary failures. We do not warrant that the service will be uninterrupted, timely, secure, or error-free, or that loss of data will not occur.
 
b. Disclaimer of Implied Warranties:
To the extent permitted by your local law, we disclaim all implied warranties, including but not limited to those of merchantability, satisfactory quality for a particular purpose, good faith, and non-infringement of third party rights. These warranties do not apply if the product is used outside the scope or purpose set forth in this Agreement.

10. Limitation of Liability
 
a. Limitation of Liability:
To the extent permitted by applicable law, if you have any basis for claiming damages (including for breach of these Terms), your exclusive remedy is to seek damages directly from TS24 or its affiliates, resellers, distributors, or third party service providers, up to the amount you paid for the service in the month in which the loss or breach occurred, or VND200,000 if the service was free.
 
b. Exclusion of Liability:
To the extent permitted by applicable law, you may not claim for: (i) indirect or consequential damages; (ii) loss of anticipated or actual profits; (iii) loss of anticipated or actual earnings; (iv) loss of contracts, business, or other damages related to non-personal use of the service; (v) special, indirect, incidental, or punitive damages; and (vi) direct damages in excess of the limitation set forth in section a above. These limitations and exclusions apply even if the remedies do not fully compensate you for your damages or fail of their essential purpose, and even if we knew or should have known of the possibility of such damages. To the fullest extent permitted by law, these limitations and exclusions apply to all claims relating to these Terms, the Services, or software related to the Services.
 
c. Disclaimer Due to Events Beyond Its Control:
 
TS24 shall not be liable for any failure or delay in performing its obligations under these Terms of this payment is due to events beyond the reasonable control of TS24, such as labor disputes, natural disasters, acts of war or terrorism, serious incidents, accidents, or compliance with any applicable law or government order. TS24 will use its best efforts to minimize the impact of such events and continue to perform its obligations unaffected.
 
11. Other Agreements
 
a. Use of Third Party Services for Payment Processing: TS24 may use the services of a third party provider to process payments, provided that such provider is not permitted to store, retain or use the customer's payment account information other than for the purpose of processing payments for TS24. The customer must notify TS24 of any changes to their payment account information by updating it in their Account or by emailing info@ts24.com.vn.

b. Assignment of Rights: Neither party may assign its rights or obligations under this Agreement without the written consent of the other party; however, either party may assign this Agreement in its entirety to any of its affiliates or in the event of a merger, acquisition, reorganization, or sale of a substantial portion of its assets without the consent of the other party. Any assignment contrary to this provision shall be void.
 
c. Entire Agreement: This Agreement together with any SOF, Privacy Policy, Additional Terms, and any other agreements between the parties with respect to the subject matter hereof shall constitute the entire agreement between the parties and supersede any prior agreements with respect thereto. In the event of any conflict between these documents, the order of precedence shall be: Privacy Policy, SOF, Additional Terms, DPA, and finally this Agreement.
 
d. Relationship of Parties: The parties to this Agreement are independent contractors. This Agreement does not create any partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
 
e. Survival: Provisions such as restrictions on use, intellectual property rights, fees and payments, term and termination, confidentiality, disclaimers of warranties, indemnification, limitation of liability, entire agreement, survival, notices, and dispute resolution shall survive termination of this Agreement.
 
f. Notices: Notices under this Agreement shall be deemed given immediately upon sending by email or five business days after sending by post or courier, and shall be sent to the registered address or by email.
 
g. Anti-Corruption: Neither party shall accept or offer any bribe. Any gift given in accordance with the ordinary course of business shall not be considered a violation of this provision.
 
h. Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations due to a force majeure event. If the event lasts longer than 30 days, the other party may terminate this Agreement.
 
These sections have been updated to more clearly reflect the relationship and legal obligations between the parties, and to ensure compliance with applicable laws and practices. .

12. Definitions
 
- Account: A configuration created by the Customer or its representative to access the Services.
 
- Affiliate or Subsidiary: Any entity that controls or is controlled by a party, through ownership of voting shares or contracts.
 
- Acceptable Use and Conduct Policy: A document defining the rules for using the TS24 Services, accessible on the TS24 website and updated regularly.
 
- Confidential Information: Includes any information disclosed by one party to the other in any form and designated as confidential, or understood to be confidential based on the nature of the information and the circumstances of the disclosure.
 
- Customer Data: Includes all electronic data or information entered into the Service by the Customer or their Users.
 
- Data Processing Addendum (DPA): Is a document detailing how TS24 processes personal data, available on the TS24 website.
 
- Documentation: The user guides provided by TS24, detailing the functionality of the Software and Services.
 
- End User: Any individual or entity using the Service who is not a Customer or a direct User of the Customer.
 
- TS24 Technology: Includes the Service, Software, Mobile Applications, Documentation, APIs, and any related content provided by TS24.
 
- Marketplace User Terms: These are the terms applicable to users on TS24's electronic trading platform.
 
- Mobile Applications: These are applications developed by TS24 to interact with the Service on mobile devices.
 
- Personal Data: These are personally identifiable information collected through the Service.
 
- Privacy Notice: This is a document describing TS24's policy on protecting personal information, available on the TS24 website.
 
- Professional Services Agreement (PSA): This is an agreement detailing the professional services provided by TS24.
 
- Service Order Form or SOF: This is a document or ordering process detailing the registered service, including the number of Users, Fees, Subscription Term and Related Terms.
 
- Services: Are software solutions that TS24 provides according to the respective SOFs.
 
- Service Packages: Are typical service configurations including user limits and specific functions.
 
- Software: Are software that TS24 provides in connection with the use of the Services, including the Mobile Application.
 
- Subscription Term: Is the period of time during which the Customer registers to use the Services.
 
- Additional Terms: Are specific terms added to and governing the use of specific TS24 Services.
 
- Updates: Are upgrades or improvements provided by TS24 to the Software or Services.
 
- Users: Are individuals authorized by the Customer to use the Services, including the Customer's employees and agents.