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Competition: New Mandatory Credit Terms for Payments to SMEs

The Trade Competition Commission has introduced new rules governing credit terms between large businesses and small and medium-sized enterprises (SMEs). The new framework represents a significant development in the regulation of unfair trade practices by imposing maximum payment periods on large businesses purchasing goods or services from SMEs and restricting practices that may delay payment or otherwise place SMEs at a disadvantage. The rules are particularly relevant to large manufacturers, service providers, distributors, wholesalers, retailers and corporate groups that routinely procure goods or services from SME suppliers.

Who Is Subject to the New Rules?

The rules apply where an SME supplies goods or services to a large business or a large wholesale or retail business. A large business generally means a business operator whose revenue generated from business operations in Thailand in the preceding accounting year is THB 500 million or more. Importantly, the assessment is not necessarily limited to the revenue of a single legal entity. Businesses having relationships in terms of policy or control may be considered together in determining whether the threshold is met. This aggregation concept is particularly relevant to corporate groups, meaning that an entity with revenue below THB 500 million should not automatically assume that it falls outside the rules. Large businesses should therefore establish a reliable process for determining which suppliers qualify as SMEs and whether the revenue threshold is met on an individual or group basis.

Maximum Credit Terms of 30 or 45 Days:

For general trade, manufacturing and service transactions, payment must generally be made within 45 days. A shorter maximum period of 30 days applies to agricultural products and primary processed agricultural products involving uncomplicated production processes. Where the parties have already agreed to a payment period shorter than the applicable statutory maximum, the shorter agreed period continues to apply. The statutory periods should therefore be regarded as maximum limits rather than standard payment terms permitting businesses to extend existing, more favorable terms.

When Does the Credit Period Begin?

The credit period generally begins when the goods or services have been completely delivered and the required documentation is complete and correct. This makes delivery confirmation, service acceptance, invoices and supporting documentation important elements of compliance. Large businesses should examine whether their internal procedures could effectively postpone the commencement of the payment period. Requirements relating to acceptance certificates, invoice submission, tax invoice corrections, procurement approvals or other supporting documents should have a legitimate operational basis and should not be used as mechanisms to delay payment. Compliance may therefore require coordination among procurement, business units, finance, legal and accounts payable functions.

Unfair Payment Practices:

The rules extend beyond maximum payment periods and address conduct that may constitute an unfair trade practice. Large businesses should not delay payment to SMEs without reasonable justification or improperly change agreed credit terms or contractual conditions. Relevant changes are also subject to advance-notice requirements, including at least 60 days’ prior notice in applicable circumstances. Accordingly, compliance cannot be achieved merely by inserting a contractual provision stating “payment within 45 days.” Repeatedly rejecting invoices for immaterial deficiencies, unnecessarily delaying acceptance of delivered goods, imposing unjustified documentation requirements or changing payment procedures in a manner that effectively extends the credit period may potentially attract regulatory scrutiny.

Impact on Existing Contracts and Procurement Practices:

The rules restrict the extent to which payment terms can simply be treated as a matter of contractual negotiation. Large purchasers may historically have required SME suppliers to accept payment periods of 60, 90 or even 120 days under standard procurement terms. Contractual agreement alone will no longer necessarily validate such arrangements where the applicable statutory maximum is exceeded. Businesses should therefore review master supply agreements, purchase orders, vendor terms, procurement policies and supplier portals, including contractual mechanisms that may have substantially the same economic effect as an extended credit term.

Competition Law Consequences:

Non-compliance may constitute an unfair trade practice under Section 57(4) of the Trade Competition Act B.E. 2560 (2017) and may result in an administrative fine of up to 10% of the offender’s revenue in the year in which the violation occurred. It is important to distinguish this administrative liability from criminal liability under other provisions of the Act. A violation of the credit-term requirements does not, by itself, automatically constitute a criminal offense. However, the same conduct may separately fall within other provisions of the Act, including those concerning abuse of dominance or anticompetitive conduct, where the relevant statutory elements are independently satisfied.

Preparing for Compliance:

Affected businesses should review both their contractual documentation and actual payment processes. The review should identify SME suppliers, determine whether the THB 500 million threshold applies on an individual or group basis, classify transactions subject to the 30-day and 45-day limits, and examine master agreements, purchase orders and standard procurement terms. Businesses should also review how they determine complete delivery and receipt of correct documentation and ensure that invoice approval, dispute resolution and accounts payable processes do not unnecessarily extend payment periods. For corporate groups with centralized procurement or accounts payable functions, supplier classification and automated payment-term controls within ERP or payment systems may provide an effective compliance mechanism.

Key Takeaways:

The new credit-term rules materially strengthen payment protection for SMEs dealing with larger counterparties. Businesses meeting the THB 500 million revenue threshold, including through aggregation where applicable, should assess their procurement relationships and identify SME suppliers subject to the new regime. The principal maximum credit terms are 45 days for general trade, manufacturing and services and 30 days for qualifying agricultural and primary processed agricultural products. Compliance extends beyond contractual wording to delivery acceptance, documentation, invoice verification and actual payment practices. Given the potential administrative fine of up to 10% of annual revenue, affected businesses should treat compliance with the new credit-term requirements as a competition-law and procurement compliance issue rather than merely an accounts payable matter.

Author: Panisa Suwanmatajarn, Managing Partner.

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Digital Trust in Action: ETDA’s Key Priorities for 2027

The Electronic Transactions Development Agency (ETDA) has set out its key priorities for 2027, signaling a significant transition in the development of Thailand’s digital regulatory environment. While much of ETDA’s work in recent years has focused on building regulatory frameworks, technical standards and trusted digital infrastructure, the emphasis for 2027 is increasingly on putting those mechanisms into actual use.

ETDA describes its evolving role as a “Co-Creation Regulator & Facilitator” reflecting an approach that combines regulation with collaboration, experimentation and facilitation. Its 2027 agenda focuses on four principal areas: Digital ID and verifiable digital credentials, AI governance, digital transformation of SMEs, and stronger oversight of digital platform services. The common thread is a shift from establishing digital trust frameworks to demonstrating how those frameworks work in practice.

Digital ID: from proving identity to proving rights and authority:

Digital ID has become one of the most developed components of Thailand’s digital infrastructure. ETDA reports that 28 Digital ID service licenses have been issued, while 1,797 government e-services were connected to Digital ID as of June 2026. Accumulated user accounts reached approximately 162.63 million. Digital ID is already being used across government services involving matters such as taxation, healthcare entitlements and household registration.

The next stage goes beyond simply establishing that a person is who they claim to be. ETDA is moving toward an ecosystem in which individuals and organizations can digitally prove particular facts, qualifications, rights or authority through Verifiable Credentials (VCs).

Initial use cases include digital academic transcripts and caregiver services, where digital credentials can be used to establish a relationship between a vulnerable person and a caregiver. ETDA has also been exploring interoperability for cross-border transactions. The objective is therefore progressively moving from electronic identification toward reusable and independently verifiable digital credentials.

In 2027, ETDA plans to further develop the VC ecosystem, including assessment mechanisms for service providers and a VC Trusted List. Another important initiative is the proposed pilot of a national identification card in VC format in cooperation with relevant government agencies.

The model could materially change the conventional practice of repeatedly submitting copies of identification documents. Instead of disclosing an entire document, VC technology may allow a person to disclose only the information required for a particular transaction. This could make digital transactions more efficient while supporting data minimization and reducing unnecessary circulation of copies of identity documents.

ETDA also plans to promote a Digital Document Wallet, allowing individuals to access and use digital documents electronically, and to expand Digital ID infrastructure to support additional user groups, including foreign nationals.

Of particular relevance to businesses is the Integrated Document Signing Platform (IDSP). Having undergone sandbox testing, the platform is intended to support verification of corporate authority and execution of documents between organizations. If adopted more broadly, infrastructure of this kind could simplify one of the persistent practical issues in electronic contracting: verifying not merely the identity of the individual signing a document, but whether that individual has authority to bind the relevant legal entity.

The implications extend beyond electronic signatures. Businesses may increasingly need systems capable of receiving and verifying digital credentials for customer onboarding, employee qualifications, corporate authorization, contractual documentation and other transactions. Digital identity is consequently developing from a standalone authentication mechanism into part of the infrastructure underlying digital commerce.

AI governance: moving from principles into the sandbox

AI governance is another area where ETDA intends to move from frameworks toward practical implementation.

ETDA has developed draft AI legislation together with more than 12 guidelines, toolkits and related governance materials. AI governance initiatives have been implemented across four major sectors—education, the justice system, government and financial services—covering more than 140 organizations. ETDA has also provided AI governance training across government and reports reaching more than 120,000 users through its AI-related knowledge initiatives.

The next stage centers on the AI Governance Practice Center (AIGPC) and the AI Governance Sandbox.

The AIGPC is expected to operate as a central platform bringing together government agencies, AI developers, businesses and experts. Rather than treating AI governance primarily as a collection of abstract principles, the sandbox approach allows governance requirements to be tested against actual AI systems and use cases.

ETDA has identified several areas requiring particular attention because of their potential risk, including education, children and vulnerable groups, and the justice system. Sandbox testing is expected to examine issues such as risk management, privacy, transparency and compliance with applicable laws. The results may subsequently inform sector-specific guidelines and proposals for regulatory measures. ETDA also intends to develop testing criteria for multilingual AI safety. (ETDA⁠)

This direction is significant for organizations developing or deploying AI. The central compliance question is increasingly likely to move from whether an organization has adopted general AI principles to whether it can demonstrate that those principles are implemented in practice.

Organizations using AI should therefore consider governance mechanisms that document matters such as the purpose and scope of an AI system, risk classification, data governance, privacy implications, human oversight, transparency, testing and monitoring, accountability and procedures for responding when the system produces inappropriate or harmful outcomes.

For higher-risk AI applications, governance documentation may become particularly important. The sandbox model also indicates that regulatory expectations may evolve through testing and practical experience rather than solely through prescriptive legislation.

SMEs Growth: from adopting technology to demonstrating growth

ETDA’s third priority approaches digital trust from an economic development perspective. The objective is to move SMEs from being merely “digitally ready” toward achieving measurable growth through technology.

Thailand’s Digital Maturity Index has indicated that many SMEs remain at the “Digital Follower” level. ETDA’s response has been to develop a model that first assesses the particular digital maturity and operational gaps of a business and then connects that business with appropriate technology, expertise and financing.

The SMEs Growth program has operated across four regions and 16 provinces. ETDA reports participation by 1,697 SMEs and 138 digital providers, with 108 successful business matches. The program generated an estimated THB 689.5 million in combined economic and social impact, of which approximately THB 530.6 million was attributed to SMEs and THB 158.9 million to digital providers.

An important development arising from the program is the SMEs Profile, essentially a development map intended to help businesses understand their current position, identify operational gaps and select appropriate technology and support mechanisms. The approach recognizes that different SMEs face different constraints: one business may require technology, another personnel or skills, while another may require financing or specialist advice.

In 2027, ETDA intends to expand this model, with particular attention to trade and retail, manufacturing, and tourism-related businesses. Importantly, the effectiveness of digital transformation is intended to be assessed by business outcomes, including revenue, costs, productivity, market development and competitiveness.

This represents a meaningful change in the way digital transformation is measured. The relevant question is no longer simply whether an SME has adopted digital technology, but whether the technology produces measurable improvements in the business.

For technology providers, this may similarly change expectations. Solutions that can demonstrate improvements in revenue, cost efficiency, productivity or market access are likely to be more persuasive than technology adoption for its own sake.

Digital platforms: from bringing platforms into the system to regulating conduct

The fourth priority is particularly relevant to digital platform operators.

Thailand’s digital platform services regulatory framework has already brought a substantial number of services within the regulatory system. ETDA reported that 2,133 digital platform services had submitted notifications by August 2026. The next phase is increasingly concerned with what platforms do after entering the system. (ETDA⁠)

ETDA’s 2027 direction can broadly be understood through three regulatory mechanisms.

First, existing requirements applicable to particular categories of platforms are expected to move toward more active implementation. ETDA has specifically identified e-marketplaces and ride-sharing platforms as areas where existing rules must produce practical results.

Second, regulation is increasingly focused on preventing harm at an earlier stage. ETDA’s approach emphasizes platform mechanisms for preventing, detecting and responding to problematic activities rather than relying exclusively on intervention after harm has occurred. Content moderation and measures applicable to social media platforms form part of this broader direction.

Third, ETDA is paying greater attention to transparency and fairness in platform commercial practices. One issue is the structure and disclosure of platform fees and gross profit or “GP” charges. ETDA has acknowledged that responsibility for competition, pricing and related matters may fall within the authority of other regulators. Its approach is therefore based partly on transparency requirements and regulatory coordination rather than attempting to regulate every aspect of platform activity under a single statute. ETDA also plans to develop regulatory guidance for application marketplaces.

This illustrates an important characteristic of the emerging platform regulatory model: co-regulation and regulatory coordination.

Many problems arising on digital platforms involve conduct already regulated elsewhere. Non-compliant products, transportation services, accommodation, competition issues and online fraud may each fall within the responsibility of different authorities. ETDA’s role increasingly involves requiring platforms themselves to establish effective systems for prevention, verification, response and coordination with the competent authority.

The development of the 1212 ETDA Center reinforces this approach. ETDA describes complaint information as a form of system-level “radar”: complaints can be aggregated and analyzed to identify emerging risks and then referred to the responsible authority or used to develop preventive measures.

Platform operators should therefore expect regulatory attention to extend beyond formal notification requirements. Internal processes concerning merchant or service-provider verification, complaint handling, content governance, transparency, risk assessment, cooperation with authorities and remediation may become increasingly important aspects of operational compliance.

A broader transition from rules to implementation:

Taken together, ETDA’s four priorities reveal a broader development in Thailand’s digital regulatory policy.

The earlier stage of digital regulation necessarily concentrated on building infrastructure and establishing rules: Digital ID standards had to be created, AI governance principles developed, SMEs encouraged to adopt technology, and digital platforms brought within an identifiable regulatory framework.

The 2027 agenda ask a different question: do those systems work in practice?

For Digital ID, the question is whether trusted identity infrastructure can support reusable credentials, digital documents and corporate transactions. For AI, it is whether governance principles can be translated into controls capable of being tested against real AI systems. For SMEs, it is whether technology adoption produces measurable economic benefits. For platforms, it is whether regulatory obligations result in safer and fairer digital services.

This also explains ETDA’s characterization of itself as a Co-Creation Regulator & Facilitator. The emerging regulatory model does not rely exclusively on issuing additional rules. It combines standards, trusted lists, sandboxes, guidance, complaint data, cooperation with other regulators and collaboration with the private sector. (ETDA⁠)

For businesses, the practical consequence is that operational readiness will become increasingly important.

Digital service providers should consider whether their architecture can accommodate verifiable credentials and trusted digital documents. Organizations deploying AI should establish governance processes capable of being documented and tested. Technology providers serving SMEs should be able to demonstrate measurable business outcomes. Digital platforms should review not only whether they fall within the regulatory regime but also whether their operational processes satisfy emerging expectations concerning transparency, safety, complaint management and risk mitigation.

The direction of travel is therefore clear: digital trust is moving from policy architecture into day-to-day digital transactions and business operations.

Key Takeaways:

  • Digital ID is evolving into broader digital transaction infrastructure. Verifiable Credentials, Digital Document Wallets and corporate authorization mechanisms could change how identity, rights, qualifications and signing authority are established online.
  • AI governance is becoming operational. The AIGPC and AI Governance Sandbox are expected to test governance principles against real use cases, particularly in areas presenting higher risks.
  • AI users should focus on demonstrable governance. Risk assessments, privacy controls, transparency, human oversight, testing and accountability are increasingly relevant as governance moves from principles to implementation.
  • SME digital transformation will be judged increasingly by results. ETDA’s approach emphasizes measurable improvements in revenue, cost, productivity, market access and competitiveness rather than technology adoption alone.
  • Digital platform regulation is entering a more operational phase. Platform operators should expect increasing attention to preventive controls, transparency, content and complaint management, risk-based regulation and cooperation with other authorities.
  • 2027 will be a year of implementation. Across all four priorities, ETDA’s central objective is to turn digital trust from regulatory and technical frameworks into infrastructure and practices that produce tangible results for individuals and businesses.

Author: Panisa Suwanmatajarn, Managing Partner.

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Thailand–Canada Free Trade Agreement (TCAFTA): Cabinet Approves Negotiating Framework

Introduction

Thailand’s Cabinet has approved the negotiating framework for the Thailand–Canada Free Trade Agreement (“TCAFTA”) and endorsed Thailand’s participation in the forthcoming negotiations with Canada. The Cabinet also acknowledged the TCAFTA reference paper and the composition of Thailand’s negotiating delegation. In addition, it authorized the Minister of Commerce, or an authorized representative, to launch the negotiations jointly with Canada through an announcement or joint statement.

Background

Thailand currently has 14 free trade agreements (“FTAs”) with 18 countries, covering approximately 60.9% of its total trade. As part of its strategy to strengthen economic stability and competitiveness, Thailand continues to expand its FTA network. In 2025, bilateral trade between Thailand and Canada reached approximately THB 128.9 billion, an increase of about THB 15.4 billion from 2024, with Thailand maintaining a substantial trade surplus. TCAFTA would be Thailand’s first FTA with a North American country.

Scope of the Negotiating Framework

The framework draws on those previously approved by the Cabinet for the ASEAN–Canada FTA and the Thailand–European Union FTA. The draft was discussed with public- and private-sector stakeholders and revised in light of comments from government agencies.

It covers 26 topics, including:

  • Trade in goods
  • Rules of origin
  • Intellectual property
  • Customs procedures and trade facilitation
  • Sanitary and phytosanitary measures
  • Trade in services
  • Digital trade
  • Investment

Domestic procedures are under way to enable the official launch of negotiations in October 2026.

Expected Impact

TCAFTA is expected to have an overall positive impact on Thailand’s trade in goods, trade in services and investment. It would also provide an opportunity to raise Thailand’s trade regulations and standards to a higher international level.

Key Takeaways

  • The Cabinet approved the TCAFTA negotiating framework, Thailand’s participation in the talks and the structure of its delegation.
  • The framework covers 26 topics, including trade in goods, rules of origin, intellectual property, services, digital trade and investment.
  • TCAFTA is expected to enhance Thailand’s competitiveness and benefit trade and investment, while supporting the upgrading of its trade rules.
  • Negotiations are expected to launch in October 2026, once domestic procedures are complete.

Author: Panisa Suwanmatajarn, Managing Partner.

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Thailand’s DIP Consults Stakeholders on Strengthening IP Protection and Enforcement

On 8 September 2026, Thailand’s Department of Intellectual Property (“DIP”), Ministry of Commerce, convened a consultation meeting (the “Consultation”) with international and business representatives and Thai government agencies on the protection and enforcement of intellectual property (“IP”) rights in Thailand.

The Consultation was attended by more than 80 participants, including:

  • The Members of the European Association for Business and Commerce (EABC) IPR Working Group; Delegation of the European Union to Thailand; Embassy of the United States of America in Thailand; British Embassy Bangkok; US-ASEAN Business Council (USABC); American Chamber of Commerce in Thailand (AMCHAM); and British Chamber of Commerce Thailand (BCCT).
  • The Ministry of Digital Economy and Society (“MDES”), Customs Department, Department of Special Investigation (“DSI”), Economic Crime Suppression Division (“ECD”) and National Broadcasting and Telecommunications Commission (NBTC).

The Consultation formed part of the Government’s efforts to align Thailand’s IP protection and enforcement more closely with international standards. It gave businesses, rights holders and other stakeholders a forum to raise practical issues directly with the DIP and other relevant agencies. The DIP will take the feedback into account in further developing Thailand’s IP system.

Key Issues Discussed

Participants discussed IP registration, use of technology to improve the registration process, and coordination between the DIP and other government agencies to improve IP enforcement, particularly in addressing IP infringement and promoting more integrated cooperation among relevant agencies. International and business representatives called for shorter processing times and more efficient registration procedures.

The DIP also provided updates on three areas:

  • IP registration: The DIP is using technology to modernize its registration system such as Trademark e-Filing and AI-Image Search and Trademark Checker to facilitate the registrars’ working processes.
  • IP enforcement: Enforcement has been strengthened in commercial areas, at storage facilities and at border checkpoints through inspections, seizures of infringing goods and coordinated enforcement actions by the DIP and relevant authorities, including the Customs Department, DSI and ECD. From January to August 2026, Thai authorities handled 672 IP infringement cases and seized 2,039,432 items infringing copyright rights, with estimated economic damages exceeding THB 875.9 million.
  • Online enforcement: The DIP continues to work with rights holders and e-commerce platforms under existing memorandum of understanding (MOU) on the protection of IP rights on the internet. To date, more than 39 parties have signed this MOU, including several leading e-commerce platforms such as Lazada, Shopee, TikTok Shop, NocNoc, Nex Gen Commerce and LINE Shopping. More than 1,700 infringing listings have been removed through the Notice and Takedown mechanism implemented under this MOU.  In addition to its cooperation with the private sector the DIP is also working with the MDES and DSI to improve measures for blocking websites involved in IP infringement.

Next Steps

The DIP will consider the comments and recommendations received as it develops Thailand’s IP system, with a focus on improving IP registration process and timeline, strengthening enforcement (including against online infringement) and enhancing inter-agency coordination.

Key Takeaways

  • The Consultation gave stakeholders a direct channel to raise practical IP issues with the relevant Thai authorities.
  • Registration efficiency, technology adoption and inter-agency coordination were the main topics.

Author: Panisa Suwanmatajarn, Managing Partner.

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New Electronic Transactions Bill: Major Changes for Digital Contracts, E-Signatures and Trust Services

A major overhaul of the legal framework for electronic transactions is underway. A new Electronic Transactions Bill has been submitted to the Cabinet with the objective of replacing the existing Electronic Transactions Act and modernizing the rules governing electronic documents, electronic signatures and seals, automated contracts, electronic transferable records, electronic stamp duty, and electronic transaction service providers.

The Bill is not yet law. If it completes the legislative process and is published in the Government Gazette, it is intended to take effect 180 days after publication. The existing Electronic Transactions Act and its amendments would then be repealed. The government has also indicated that 26 pieces of subordinate legislation are being prepared—two Royal Decrees, three Ministerial Regulations, and 21 notifications—to support implementation of the new regime.

Electronic transactions as the principal mode, without eliminating paper:

The Bill reflects a broader policy shift toward making electronic transactions a principal means of conducting transactions rather than treating electronic methods merely as alternatives to paper. This does not mean that paper transactions will become invalid or prohibited. Instead, the proposed framework strengthens the principle of functional equivalence between electronic and paper-based processes.

Electronic information and electronic printouts may therefore satisfy requirements traditionally associated with documents or evidence, subject to the applicable reliability requirements. An important practical consequence is that disputes concerning electronic evidence are likely to focus increasingly on the reliability of the process and system used to create, transmit, authenticate, and preserve the information, rather than simply on whether the information exists in electronic form.

Electronic signatures and electronic seals:

The Bill strengthens the framework for electronic signatures and expressly addresses electronic seals. Where a reliable electronic method is used, or a method specified by the Electronic Transactions Development Agency (ETDA) is followed, an electronic signature or seal may satisfy the corresponding legal requirement for a physical signature or seal.

The express recognition of electronic seals is particularly relevant to juristic persons and organizations that need to authenticate the origin and integrity of documents without requiring an individual to sign every document personally. In practice, businesses should review not only the technology used for electronic signing, but also authorization procedures, identity verification, audit trails, document integrity, and record retention.

Contracts formed by automated systems:

The Bill expressly addresses contracts formed through automated systems, an increasingly important issue for digital commerce.

A contract would not be denied legal effect merely because an automated system performed the relevant transaction without an individual reviewing or intervening in each step. The proposed framework recognizes legal effect where the system operates in a manner that the parties could reasonably expect from its normal operation. It also provides greater clarity concerning the sending, receipt, and acknowledgment of electronic information.

This provision has potentially broad application. It is relevant not only to conventional e-commerce platforms but also to automated procurement, payment systems, algorithmic transaction processing, and other business systems capable of initiating or completing transactions without contemporaneous human intervention.

For businesses, the important issue will therefore increasingly be who bears the legal consequences of the operation of an automated system, and whether the system’s operation falls within what the parties could reasonably have anticipated. Contract terms dealing with system errors, unauthorized transactions, allocation of risk, authentication, and system-generated records may consequently become more important.

Electronic transferable records:

Another major development is the introduction of a framework for electronic transferable records, including bills of exchange, promissory notes, and checks in electronic form.

The proposed regime allows such instruments to have legal effect equivalent to their paper counterparts, while translating concepts traditionally dependent on physical possession—such as possession, delivery, and endorsement—into an electronic environment. The framework therefore addresses control of an electronic record, identification of the person exercising control, transfer, endorsement, and alteration of information through reliable electronic methods.

This is potentially significant for banks, financial institutions, exporters and importers, logistics operators, and businesses involved in trade finance. The legal recognition of electronic transferable records could facilitate end-to-end digitalization of commercial and trade documentation that has historically remained dependent on original paper instruments.

Electronic stamp duty:

The Bill also expressly recognizes electronic stamp duty, with electronic stamping to be carried out in accordance with the criteria and procedures prescribed by the Revenue Department.

This is an important practical component of electronic contracting. Moving a contract to an electronic format does not by itself eliminate tax or stamp duty requirements. Businesses designing digital contracting workflows should therefore integrate execution, authentication, stamping, and record retention rather than treating these as separate processes.

Seven categories of electronic transaction service providers:

One of the most substantial regulatory changes is the introduction of a broader framework governing electronic transaction service providers. The Bill identifies seven categories:

  1. identity proofing or authentication services;
  2. electronic signature services;
  3. electronic date and time-stamping services;
  4. electronic information receipt, transmission, or storage services;
  5. website or domain name registration or certification services;
  6. electronic transferable record system services; and
  7. other services prescribed by Ministerial Regulation.

The significance of this framework extends beyond classification. The Bill moves toward a risk-based regulatory approach, under which the duties and responsibilities imposed on service providers can reflect the risks associated with their services. Providers are expected to use reliable methods when creating, sending, receiving, storing, or processing electronic information and to maintain information capable of serving as evidence of transactions. Failure to comply with statutory duties may also result in liability for resulting damage.

The proposed framework therefore represents a broader conception of digital trust infrastructure. Electronic signatures, identity verification, timestamps, transmission and storage services, domain-related services, and electronic transferable record systems are treated as components of an ecosystem supporting reliable electronic transactions.

From licensing toward risk-based certification:

The Bill also changes the regulatory architecture applicable to service providers. Rather than relying exclusively on the existing licensing model, the proposed regime introduces certification mechanisms administered or recognized by ETDA, while allowing the level of regulatory intervention to correspond to the risks associated with particular services. The government’s description of the Bill indicates that certification may be obtained through ETDA or through certification bodies recognized under the statutory framework.

This distinction will be important once the subordinate legislation is available. Businesses currently providing—or procuring—electronic signature, identity, timestamp, electronic storage, or similar services should determine whether their activities fall within one of the seven categories and what certification or technical standards may ultimately apply.

Transitional arrangements:

The Bill contains transitional provisions intended to prevent disruption to existing regulated services.

In particular, providers of digital identity proofing and authentication services already licensed under the existing legal regime are intended to be treated as certified providers under the new legislation. This should facilitate continuity when the new regulatory framework replaces the existing regime.

Importantly, the existing Royal Decree governing digital platform services subject to notification requirements will continue to apply notwithstanding the replacement of the existing Electronic Transactions Act. It will remain in force until separate legislation governing digital platform service businesses becomes effective.

Digital platform operators should therefore not interpret the new Bill as terminating their existing obligations under the current digital platform regime.

Implementation will depend heavily on subordinate legislation:

Although the Bill establishes the overall statutory architecture, much of its practical effect will depend on subordinate legislation. The government has indicated that approximately 26 subordinate instruments are being prepared, comprising two Royal Decrees, three Ministerial Regulations, and 21 notifications.

This will be particularly important for determining what constitutes a reliable electronic method, the standards applicable to particular service providers, certification requirements, technical requirements for electronic transferable records, and the operation of the risk-based regulatory framework.

Accordingly, businesses should not wait only for enactment of the primary legislation. Organizations that rely heavily on digital transactions may wish to begin mapping their current electronic processes—including contracting, electronic signatures and seals, identity verification, automated systems, time-stamping, document transmission and storage, electronic evidence, and stamp duty—against the structure contemplated by the Bill.

Key takeaways:

  • The Bill represents a fundamental modernization of the electronic transactions framework rather than a limited amendment to the existing legislation. Most notably, it moves beyond the basic legal recognition of electronic documents and signatures toward a broader infrastructure for digital trust and end-to-end electronic transactions.
  • The proposed recognition of automated contracts and electronic transferable records could remove significant legal uncertainty from transactions that previously depended on human intervention or original paper instruments. At the same time, the seven-category framework for electronic transaction service providers introduces a substantially broader regulatory architecture based on the risk associated with the relevant service.
  • The Bill is not yet in force. The existing Electronic Transactions Act and applicable subordinate legislation therefore continue to govern electronic transactions. If the Bill completes the legislative process in its present form, it is intended to become effective 180 days after publication in the Government Gazette.
  • Businesses should monitor both the progress of the Bill and, importantly, the 26 subordinate instruments being prepared. For many businesses and technology providers, those instruments may ultimately be as important as the Act itself in determining the technical, certification, and compliance requirements applicable to electronic transactions.

Author: Panisa Suwanmatajarn, Managing Partner.

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Cannabis Control Bill Moves Forward: Medical Use Takes Center Stage

Background: From Decriminalization to a Dedicated Regulatory Framework

The Cabinet has approved the draft Cannabis Control Act (the “Cannabis Control Bill”), marking another significant step toward establishing a dedicated statutory framework for cannabis following its removal from the narcotics list. The Bill is intended to address regulatory gaps that have existed while cannabis has largely been regulated through the existing framework for controlled herbs and subordinate legislation. The Ministry of Public Health has emphasized that the central policy underlying the Bill is the use of cannabis for medical and health purposes rather than recreational consumption. Before submission to the Cabinet, the responsible authorities conducted regulatory impact assessments and several rounds of public consultation.

What the Bill Would Regulate:

The Bill would introduce an integrated regulatory system covering the cannabis supply chain. According to information released by the Ministry of Public Health, it provides for a national cannabis committee and licensing requirements for activities including cultivation, production, importation, exportation, and sale. The framework is intended to make cultivation sources traceable and to provide clearer controls over cannabis flowers and other regulated activities. It also includes protections for children, young persons, pregnant women and other vulnerable groups, restrictions on advertising and marketing of cannabis flowers and smoking equipment, and clearer penalties for violations. The proposed framework distinguishes legitimate medical treatment and research from recreational use, with recreational consumption subject to regulatory restrictions and penalties.

Cabinet Approval Does Not Mean the Bill Is Yet Law:

Cabinet approval is only one stage of the legislative process. The Cannabis Control Bill must next be submitted to the House of Representatives, where legislation is considered in three readings. If approved, it proceeds to the Senate. Depending on whether the Senate approves, rejects or amends the Bill, further parliamentary procedures may be required. Once the Bill has obtained parliamentary approval, it proceeds through the constitutional process for royal assent and publication in the Royal Gazette. It will become legally effective in accordance with the commencement provision in the enacted legislation. The provisions described above therefore remain subject to amendment during parliamentary consideration.

Tighter Controls Are Already in Force:

The proposed Act should also be distinguished from regulatory changes that are already in force. Existing ministerial regulations have tightened the rules applicable to cannabis flowers and are expressly intended to restrict their use to medical purposes. Under the current framework, existing licensees may generally continue operating until their licenses expire, but businesses seeking to continue thereafter must satisfy the applicable requirements under the new licensing regime. Guidance issued by the Department of Thai Traditional and Alternative Medicine indicates that the medical cannabis framework is centered on specified categories of licensed establishments and the involvement of authorized healthcare professionals. Cannabis businesses should therefore not wait for the Cannabis Control Bill to become law before reviewing their operating models, licenses, sourcing arrangements, premises, and professional-supervision requirements.

Key Takeaways:

  • Cabinet approval is an important legislative milestone, but the Cannabis Control Bill is not yet effective law and remains subject to parliamentary consideration and possible amendment.
  • The proposed framework focuses on medical and health use rather than recreational use, with regulatory controls extending across the cannabis supply chain.
  • Licensing, traceability, advertising restrictions, protection of vulnerable groups, and stronger enforcement mechanisms are central features of the proposed regime.
  • A tighter medical-use regime for cannabis flowers is already operating under existing subordinate legislation, independently of the pending Bill.
  • Existing cannabis businesses should review their current licenses and assess whether their operations will satisfy the applicable medical-use regulatory requirements when renewal or a new license becomes necessary.

Author: Panisa Suwanmatajarn, Managing Partner.

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Cabinet Extends Skills Development Programs to 2031 to Strengthen Industry-Ready Skills

Executive Summary

On September 15, 2026, the Thai Cabinet approved an extension and strategic realignment of the “New-Breed Vocational and Graduate” development initiatives, spearheaded by the Ministry of Higher Education, Science, Research and Innovation (MHESI). The program’s timeline has been extended from its original 2026 (B.E.2569)  completion date to 2031 (B.E.2574), backed by a remaining budget allocation of THB 3.1 billion.

Designed to combat persistent talent shortages in advanced economic sectors, this policy pivots toward a “Skills-First, Degree Later” framework, focusing intensely on practical, industry-aligned competencies in high-growth technology and manufacturing clusters. For domestic and multinational enterprises operating in Thailand, this extension signals a major opportunity to collaborate with academic institutions, tap into government-backed workforce subsidies, and bridge critical talent gaps.

1. Key Highlights of the Cabinet Resolution

  • The initiative’s execution period is officially extended through 2031, providing long-term regulatory and funding stability for workforce planning.
  • The extended program aims to upskill and reskill 81,600 individuals, split between 80,000 enrollees in Non-Degree professional certificate courses and 1,600 enrollees in formal degree pathways.
  • Priority is heavily weighted toward 10 Future Growth Engine industries, including Semiconductors, Artificial Intelligence (AI), Electric Vehicles (EVs), High-Value Medical and Health Services, and Small and Medium Enterprises (SMEs).
  • The curriculum shifts to agile Non-Degree programs (3–4 months or 9 credits) allowing participants to accumulate academic credits that can be transferred toward a full degree later. Crucially, at least 50% of the learning hours must involve hands-on practical training within actual business enterprises.
  • Other key ministries (such as the Ministry of Labor, Ministry of Industry, and NESDC) have aligned with the policy, emphasizing unified database tracking, integrated KPIs, and institutional mentoring models to elevate readiness across all participating universities and firms.

2. Strategic Benefits for Businesses

Employers and corporate investors stand to gain multiple strategic advantages under the extended 2031 (B.E.2574) framework:

  • Direct Access to Pre-Vetted, Job-Ready Talent: Because the curriculum is co-designed around the specific technical requirements of high-tech and future industries, participating enterprises bypass traditional onboarding and retraining bottlenecks.
  • Cost-Efficient Talent Incubation: Companies can leverage government-subsidized frameworks to train workers on real company projects. The requirement for 50% practical workplace training means businesses effectively gain dedicated project contributors while shaping them into permanent hires.
  • Alignment with Thailand 4.0 Incentives: Participation strengthens a corporation’s profile when aligning with Thailand Board of Investment (BOI) criteria, particularly regarding human capital development, R&D collaboration, and technology transfer mandates.
  • Enhanced Retention and Higher Productivity: Historical data from the 2018–2025 (B.E.2561-2568) phase demonstrated that graduates of these programs experienced higher initial employment rates and wages compared to standard curricula, translating to lower turnover and higher operational efficiency for employers.

3. Legal and Compliance Preparation for Businesses

To maximize the benefits of this initiative while mitigating regulatory risks, corporate legal and human resources teams should proactively address the following legal and operational steps:

  • Review and Restructure Internship & Trainee Agreements: As students must complete at least 50% of their curriculum via practical work placement, companies must ensure their standard internship contracts comply with Thai Labor Protection Act provisions, particularly concerning non-employee student trainees, confidentiality obligations, and intellectual property (IP) assignment.
  • Secure Intellectual Property (IP) and Invention Assignments: Given that trainees will be embedded in core R&D, technology, and AI operations, robust IP assignment clauses must be integrated into agreements to ensure that any innovations, code, or proprietary designs developed during the program vest fully with the corporate employer.
  • Data Protection and Cross-Border Compliance (PDPA): With the program emphasizing digital skills, data analytics, and inter-agency database integration, companies must ensure that handling and sharing employee or trainee performance metrics with MHESI or partner universities strictly complies with the Personal Data Protection Act (PDPA).
  • Formalize Institutional Partnerships: Enterprises wishing to access the 81,600 target talent pool should formalize Memorandums of Understanding or consortium agreements with participating MHESI-approved universities (numbering over 123 institutions) to secure priority placement for cohorts tailored to their corporate needs.

Author: Panisa Suwanmatajarn, Managing Partner.

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Thailand Seeks U.S. Investment in AI and Digital Infrastructure

Executive Summary

During an official diplomatic mission to New York, a high-level Thai delegation led by the Prime Minister and Minister of Interior, accompanied by the Deputy Prime Minister and Minister of Commerce, and the Minister of Digital Economy and Society (“DES”), engaged in strategic discussions with global financial and technology leadership—including senior executives from Bank of America (“BofA”), Microsoft Corporation, and Pacific Investment Management Company LLC (“PIMCO”). Joined by senior representatives from the Stock Exchange of Thailand (SET) and the Federation of Thai Capital Market Organizations (FETCO), the delegation presented Thailand’s policy roadmap to over 25 major institutional fund managers representing more than USD 40 trillion in assets under management (AUM).

The discussions focused primarily on foreign direct investment (FDI) opportunities in Thailand’s rapidly expanding digital economy—specifically targeting Artificial Intelligence (“AI”), data center architecture, cybersecurity, digital infrastructure, and clean energy transition to support energy-intensive tech operations. To reinforce global investor confidence, the Thai government emphasized its neutral, balanced foreign policy between the United States and China, focusing on mutual economic benefit without taking sides. Furthermore, the delegation expressed gratitude to Microsoft Corporation for its ongoing support of Thailand’s accession process to the Organization for Economic Co-operation and Development (“OECD”) as a structural catalyst to elevate domestic regulatory frameworks, legal productivity, and regional supply chain competitiveness.

Benefits for Thai Business Operators and Local Investors

The Thai government’s focused push to position the country as Southeast Asia’s digital and AI hub creates significant structural advantages for domestic commercial entities and institutional investors:

  • Local Tech, Telecom, and Infrastructure Developers: Domestic companies operating in telecommunications, cloud hosting, and data center facilities stand to benefit directly through joint ventures, technical knowledge transfer, and strategic co-investments with major U.S. technology leaders such as Microsoft Corporation.
  • Renewable Energy and Utility Operators: As large-scale AI processing and data center operations require sustainable power, local clean energy providers gain direct commercial opportunities through long-term Power Purchase Agreements (PPAs) and green energy solution partnerships.
  • Export and Technology-Driven Supply Chains: Alignment with international technology and OECD standards enhances the global competitiveness of Thai enterprises, facilitating seamless integration into multinational supply chains and technology networks.
  • Thai Capital Market and Local Financial Institutions: Sustained engagement with top-tier asset managers like PIMCO and BofA stimulates foreign portfolio allocations toward domestic debt and capital markets, lowering capital costs and enhancing liquidity for local corporate issuers seeking digital transformation financing.

Preparation for Thai Business Operators and Investors: Strategic and Legal Roadmaps

To effectively absorb foreign direct capital, leverage advanced U.S. technology, and ensure seamless commercial integration, domestic business operators and local investors should address key regulatory, legal, and operational considerations:

1. Compliance with the Upcoming Draft Digital Infrastructure Act for Data Center Operators

Under the pending Draft Digital Infrastructure Business Operation Act, data center operators face an evolving regulatory landscape:

  • Licensing & Corporate Setup: Operators shall incorporate as a Thai limited or public limited company, secure an operating license from the Ministry of Digital Economy and Society (DES), and post performance financial guarantees.
  • Resource & Environmental Standards: High-energy operations shall meet mandatory clean energy consumption ratios, strictly manage power/water usage effectiveness (PUE/WUE), comply with zoning rules, and undergo Environmental Impact Assessments (EIA).
  • Local Data Storage: The bill enforces data localization for domestic personal and corporate data, permitting overseas transfers only under specific legal exemptions.

2. Data Governance, Cross-Border Transfer, and Cybersecurity Compliance

In tandem with sector-specific data center rules, domestic entities shall maintain full compliance with the Personal Data Protection Act B.E. 2562 (2019) (PDPA) and the Cybersecurity Act B.E. 2562 (2019). Companies partnering with multinational cloud or AI providers shall review cross-border data transfer mechanisms and cloud infrastructure security protocols to ensure strict regulatory alignment.

3. Intellectual Property (IP) Protection and Technology Licensing

Collaboration with foreign technology providers involves processing proprietary algorithms and advanced software solutions. Thai business operators shall establish comprehensive IP protection strategies under the Patent Act B.E. 2522 (1979) and the Copyright Act B.E. 2537 (1994). Commercial contracts shall explicitly define IP ownership rights, technology licensing terms, source code access, and non-disclosure obligations (NDAs) for co-developed AI solutions.

4. Corporate Structuring, Green ESG Alignment, and Investment Incentives

Foreign partnerships and joint venture arrangements shall comply with statutory foreign equity limitations prescribed under the Foreign Business Act B.E. 2542 (1999) (FBA). Additionally, local enterprises should structure corporate vehicles to align with international ESG metrics and capitalize on green investment privileges granted by the Board of Investment (BOI) or regulatory incentives within the Eastern Economic Corridor (EEC) framework.

5. Workforce Upskilling and Legal Governance for AI Integration

Local companies integrating enterprise AI solutions should update internal employment contracts, acceptable use policies, and compliance manuals to account for AI-driven workflows. Organizational governance frameworks should adhere to national guidelines—such as the Thailand National AI Strategy and Action Plan—ensuring transparent algorithmic risk management and proper employee training on data privacy and cyber defense.

Author: Panisa Suwanmatajarn, Managing Partner.

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ETDA’s TTR Guidance: A New Framework for E-Marketplace Fee Transparency

The Electronic Transactions Development Agency (ETDA) has issued new guidance introducing the concept of the Total Take Rate (TTR) for e-marketplaces. The guidance is intended to give merchants a clearer and more comparable picture of the total fees and expenses associated with selling through an e-marketplace, particularly before they decide whether to participate in a campaign, promotional program, or additional service.

The initiative responds to an increasingly complex fee structure in the e-commerce ecosystem. A merchant’s cost of selling through an e-marketplace may extend well beyond the headline commission rate and include payment processing fees, infrastructure or system fees, campaign participation costs, merchant-funded discounts, advertising fees, affiliate fees, and charges for additional services. Because these charges may use different names, rates, and calculation bases, merchants may find it difficult to determine the actual economic cost of a transaction. The TTR framework is designed to address this information gap by presenting the aggregate financial impact in a standardized and understandable form. (ETDA⁠)

What is the Total Take Rate?

Under the guidance, TTR generally represents the total fees and expenses borne by a merchant in connection with the sale of a product, expressed as a percentage of the net product price. The net product price is essentially the initial selling price after deducting discounts for which the merchant is responsible. TTR should be presented both as a percentage and as an actual monetary amount so that merchants can see how platform charges affect the proceeds they expect to receive. (ETDA⁠)

The guidance divides TTR into three components:

Baseline TTR represents the aggregate fees ordinarily necessary for an order to take place and be completed. These may include commissions, payment processing fees, and infrastructure fees, without including costs attributable to campaigns or additional services.

Scenario TTR takes the Baseline TTR and adds the costs associated with a particular campaign or additional service that the merchant is considering. Depending on the arrangement, these may include additional discounts, campaign participation charges, advertising fees, affiliate fees, or fees for special programs.

Incremental TTR represents the difference between the Scenario TTR and Baseline TTR. It therefore gives the merchant a relatively straightforward indication of the additional economic burden associated with participating in the proposed campaign or additional service. (ETDA⁠)

This distinction is important because a platform’s headline commission rate may provide only a partial picture of the actual cost of a sale. By comparing the Baseline and Scenario TTR, a merchant can assess the financial position both with and without participation in a particular campaign.

Disclosure before the merchant commits:

A central feature of the guidance is the timing of disclosure. Relevant TTR information should be made available at the point at which the merchant is making the commercial decision, particularly before confirming participation in a campaign or additional service.

The platform should provide information that allows the merchant to understand the Baseline TTR, the Scenario TTR, the resulting Incremental TTR, and the estimated net proceeds. The objective is to enable the merchant to assess the economic consequences before committing, rather than discovering the full cost only after the transaction has taken place.

The guidance therefore encourages platforms to place TTR information at relevant decision points, such as product pricing pages, fee information pages, seller dashboards, and, importantly, the screen presented before a merchant confirms participation in a campaign or additional service. Information should be presented clearly and accessibly rather than being obscured in detailed terms and conditions or links that are difficult to locate. (ETDA⁠)

TTR calculation tools:

The guidance also encourages e-marketplaces to provide merchants with a TTR calculation tool that is easy to use and available without an additional charge.

Such a tool could allow a merchant to select a particular product or SKU and enter relevant variables, including the selling price, merchant-funded discounts, campaign participation, and applicable fees. The resulting calculation should enable the merchant to compare the cost of selling under the ordinary arrangement with the cost that would apply if the merchant participates in the proposed campaign or additional service.

The output should show relevant fees in both monetary and percentage terms and provide an estimate of the merchant’s net proceeds. Where sufficient information is available, the tool may also show gross profit and the break-even selling price. The guidance additionally contemplates merchants being able to save or download calculation results for subsequent verification. (ETDA⁠)

This aspect of the guidance may have practical implications beyond simply adding another disclosure to a platform’s terms of service. E-marketplace operators may need to consider whether their merchant interfaces, campaign enrollment processes, fee databases, and internal calculation systems are capable of generating sufficiently accurate TTR information at the point when a merchant makes its decision.

Changes to fees affecting TTR:

The guidance also addresses subsequent changes to the fee structure. Where a platform changes a fee rate, calculation base, collection method, or other condition affecting TTR, it should generally notify merchants at least 30 days in advance.

The information should allow merchants to compare the position before and after the change and understand how the change affects the Baseline TTR and Scenario TTR. This gives merchants an opportunity to assess the commercial consequences and adjust their pricing or participation strategy before the new fee structure applies. (ETDA⁠)

This approach reflects a broader transparency objective: merchants should not merely know that a particular fee has changed, but should also be able to understand how that change affects the overall cost of using the platform.

Transparency after the transaction:

The TTR framework does not end once the merchant has agreed to participate in a campaign. The guidance also encourages transparency after a transaction has been completed.

Merchants should be able to review the fees actually deducted and compare them against the TTR previously estimated. Where the amounts differ, the platform should provide sufficient information to explain the discrepancy. Possible reasons could include the actual use of coupons, product returns, refunds, or changes in the merchant’s status.

ETDA also recommends that calculation histories and actual fee information remain accessible through the platform for at least three months and that merchants be able to save or download relevant information. Annual summaries are also contemplated to assist merchants in evaluating the overall cost of selling through the platform. (ETDA⁠)

A transparency framework, not a fee cap:

An important point is what the TTR guidance does not do. It does not prescribe a maximum commission or impose a ceiling on the amount that an e-marketplace may charge. ETDA describes its purpose as improving the completeness, transparency, comparability, and verifiability of fee information so that merchants can make informed commercial decisions. (ETDA⁠)

The legal status of the instrument should therefore be understood accordingly. ETDA places the TTR guidance within its category of “Best-practice/Self-Regulation” measures rather than mandatory platform rules. (ETDA⁠) The guidance should therefore not be characterized as immediately imposing a statutory obligation on every e-marketplace to implement the TTR model exactly as described.

Nevertheless, the distinction between guidance and mandatory regulation should not obscure its practical importance. The TTR framework provides a detailed regulatory benchmark for how ETDA considers platform fee transparency should operate. E-marketplace operators should therefore consider the guidance when reviewing their fee structures, merchant-facing disclosures, campaign enrollment processes, and supporting IT systems.

Why TTR matters for merchants:

For merchants, the principal benefit of the TTR model is that it changes the focus from individual fee rates to the aggregate economic effect of selling through the platform.

Consider a product with an initial price of THB 1,000 where the merchant bears a THB 100 discount, producing a net product price of THB 900. ETDA illustrates how a Baseline TTR of 12.96% would correspond to approximately THB 116.63 in baseline charges and estimated net proceeds of THB 783.37. If participation in a campaign creates another THB 108 of costs, the Scenario TTR would rise to 24.96%, with the Incremental TTR showing an additional 12 percentage points and estimated net proceeds falling to THB 675.37. (ETDA⁠)

The example illustrates the commercial rationale behind the framework. A merchant considering a campaign should be able to assess not simply whether the campaign may increase sales, but also how much additional revenue or volume would be required to offset the additional platform costs.

Practical implications for e-marketplace operators:

For platform operators, implementation of the TTR framework is potentially a product, compliance, and systems issue rather than merely a matter of revising contractual terms.

Platforms may need to map the different charges imposed on merchants, identify the relevant calculation bases, distinguish baseline costs from campaign-specific or additional costs, and ensure that their systems can calculate and present the resulting TTR accurately. Merchant dashboards and campaign enrollment interfaces may also need to be designed so that relevant information is available before the merchant confirms participation.

Operators should also consider whether their post-transaction records allow merchants to reconcile estimated and actual charges and whether changes to fees can be communicated in a manner that explains their overall TTR impact rather than merely announcing a revised percentage for an individual fee.

For merchants, meanwhile, TTR could become a useful metric for comparing the economic effect of different campaigns and services. In particular, the Incremental TTR provides a relatively direct way of assessing the additional cost of a campaign against its expected contribution to sales.

Key takeaways:

  • ETDA has introduced TTR as a framework for improving transparency over the aggregate fees and expenses borne by merchants selling through e-marketplaces.
  • TTR is divided into Baseline TTR, Scenario TTR, and Incremental TTR, allowing merchants to distinguish ordinary transaction costs from the additional costs associated with campaigns or additional services.
  • The guidance emphasizes disclosure before a merchant commits to a campaign or additional service, rather than relying solely on general fee schedules or contractual terms.
  • E-marketplaces are encouraged to provide accessible TTR calculation tools showing fees, estimated net proceeds, and other relevant financial information in both monetary and percentage terms.
  • Changes affecting TTR should generally be notified to merchants at least 30 days in advance, together with information enabling them to understand the impact of the change.
  • Merchants should be able to compare estimated TTR with fees actually deducted after transactions and access historical fee information.
  • The TTR framework does not impose a cap on platform fees. It is currently presented by ETDA as a best-practice/self-regulatory measure aimed at transparency and informed decision-making rather than direct price regulation.
  • Although not framed as an immediately mandatory fee-control regime, the guidance provides e-marketplace operators with a detailed regulatory benchmark against which their fee disclosure practices and merchant-facing systems can be reviewed.

Author: Panisa Suwanmatajarn, Managing Partner.

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DIP e-Exchange: A New Framework for Accessing and Using IP Data

The Department of Intellectual Property (DIP) has launched DIP e-Exchange, a new platform designed to enable government agencies and private-sector organizations to connect with and exchange intellectual property (IP) information held by the DIP. The initiative goes beyond providing another online search facility. It establishes an application programming interface (API)-based infrastructure through which eligible organizations can potentially integrate official IP information into their own systems and workflows.

The DIP describes the platform as part of its development of an IP data infrastructure that allows information to be exchanged between organizations in a standardized and secure manner. The new system replaces the DIP’s previous API channel for existing participating organizations and is provided without charge. The DIP also emphasizes compliance with government data governance and information security requirements.

From IP Records to Usable Business Data:

The DIP e-Exchange currently provides APIs covering six categories of IP information: copyright, geographical indications, petty patents, design patents, invention patents, and trademarks. The DIP’s announcement indicates that the information available through the system includes, for example, granted or published patent information, trademark and rights-holder information, and information concerning copyright works and persons who have notified copyright information to the DIP.

This is significant because IP registry information has traditionally been approached primarily as information to be searched when a particular legal or commercial need arises. An API-based infrastructure offers a different model. Instead of requiring a user to conduct an individual search and manually incorporate the results into another process, an authorized organization’s system can potentially retrieve relevant information directly from the DIP and use that information within its own digital workflow.

The DIP has identified a broad range of potential applications. These include verifying the existence of IP rights in public- and private-sector transactions, supporting the development of higher-value products and services through IP, assisting IP valuation for SME financing, facilitating research and analysis, and enabling enforcement authorities to verify IP rights more efficiently.

Implications for IP Transactions and Financing:

The new infrastructure could be particularly relevant to transactions in which the existence, ownership, or status of IP rights needs to be verified. IP information is routinely relevant to mergers and acquisitions, investments, licensing, technology transfers, financing arrangements, enforcement actions, and IP due diligence. Where organizations regularly undertake these activities, direct access to official data may allow some verification processes to be incorporated into existing compliance, transaction, or portfolio-management systems.

The potential application to financing is particularly noteworthy. One practical challenge in IP-based financing is obtaining reliable information concerning the underlying asset. The DIP specifically identifies the use of IP information for IP valuation in connection with financial institutions’ lending to SMEs as one potential application of the platform.  Easier access to authoritative registry information could therefore contribute to the information infrastructure necessary for financial institutions and other stakeholders to assess IP assets.

However, data obtained from the DIP should not be regarded as a substitute for legal due diligence. Registry information is only one component of determining the legal and commercial position of an IP asset. Depending on the transaction, separate investigation may still be required regarding matters such as chain of title, licenses, assignments, security interests, contractual restrictions, pending disputes, actual use of trademarks, unregistered rights, and the validity or enforceability of particular rights. The legal significance of information retrieved through the system must therefore be distinguished from the efficiency with which that information can be obtained.

Information Security and Data Governance:

DIP e-Exchange is intended for legal entities in both the public and private sectors whose activities relate to IP and that maintain appropriate information security arrangements. Organizations seeking access are required to register and submit supporting documentation to the DIP.

The supporting documentation identified by the DIP includes a request for data connectivity, an MOU where applicable, the relevant service application form, and either evidence of ISO/IEC 27001 certification or the organization’s information security policies and practices.  The platform’s technical documentation also indicates that API access operates through an authorization token, illustrating that access is controlled rather than being an unrestricted bulk-data facility.

These requirements highlight an important distinction between making IP information available for individual public searches and permitting systematic access to government data through APIs. Once information can be retrieved and processed at scale, issues of cybersecurity, access control, permitted use, data retention, system integrity, and internal accountability become increasingly important.

Organizations considering connection to DIP e-Exchange should therefore approach implementation as both an IP-data project and a data-governance project. Appropriate internal controls may need to address who is authorized to access the system, the purposes for which information may be retrieved, how retrieved information is stored and incorporated into other databases, and how access and use are monitored.

Toward Interoperable IP Infrastructure:

The broader significance of DIP e-Exchange is the movement from digitization toward interoperability in IP administration.

Digitization allows applicants, rights holders, professionals, and members of the public to interact electronically with the DIP. Interoperability goes a step further: it enables official IP information to become part of the digital processes of other organizations. Instead of government data remaining within a standalone database that must be consulted separately, standardized APIs can potentially allow that data to interact with other systems.

This may create opportunities well beyond conventional IP searches. Businesses and service providers could potentially incorporate official IP information into portfolio-management and transaction systems; financial institutions could use relevant data as part of IP valuation and financing processes; researchers could conduct more systematic analysis; and enforcement agencies could verify rights more efficiently. The DIP itself has characterized IP information as capable of supporting public services, policy analysis, and the development of future digital services.

The practical value of DIP e-Exchange will ultimately depend on matters such as the scope and quality of the available data, the frequency with which it is updated, the conditions governing access and use, and the extent to which organizations integrate the APIs into their operational systems. Nevertheless, the platform represents an important change in how official IP information can be accessed and potentially used.

For businesses, financial institutions, technology companies, research organizations, IP professionals, and other organizations that regularly process IP information, the relevant question may increasingly shift from whether official IP information is available online to how authoritative IP data can be securely incorporated into the systems through which legal and commercial decisions are made.

Key Takeaways:

DIP e-Exchange introduces API-based access to official IP information, covering copyright, geographical indications, petty patents, design patents, invention patents, and trademarks.

The potential uses extend beyond conventional registry searches. The DIP identifies transaction verification, IP valuation and financing, research, enforcement, and development of digital services among the intended applications.

API access may facilitate the integration of IP information into organizational workflows, including due diligence, portfolio management, financing, and compliance processes.

Registry data does not replace legal due diligence. Ownership, contractual rights, chain of title, disputes, unregistered rights, and validity or enforceability issues may still require separate investigation.

Information security is a central feature of the framework. Organizations seeking access are expected to demonstrate appropriate information security standards, policies, or practices.

The initiative represents a broader transition toward interoperable IP infrastructure, in which government-held IP information can potentially become part of the digital systems used to make legal, financial, and commercial decisions.

Author: Panisa Suwanmatajarn, Managing Partner.

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