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Terms & Conditions

These terms govern your use of the Hummark website and the advisory engagements we provide. Please read them carefully before commissioning any work or using this website. By proceeding, you agree to be bound by the terms set out below.

Last Updated: 18 April 2025 Effective Date: 18 April 2025 Jurisdiction: Thailand

Section 01

Definitions

In these Terms and Conditions, the following terms carry the meanings set out below:

  • "Hummark", "we", "us", or "our" refers to Hummark, an HR and talent advisory practice operating from Bangkok, Thailand.
  • "Client" or "you" refers to any company, organisation, or individual that commissions an advisory engagement or uses this website.
  • "Engagement" refers to any advisory service commissioned from Hummark, including but not limited to Talent Architecture Engagements, Performance Conversations Refreshes, and Onboarding Programme Reviews.
  • "Deliverable" refers to any written document, handbook, outline, brief, or workshop output produced by Hummark as part of an Engagement.
  • "Agreement" refers to these Terms and Conditions together with any scope confirmation or engagement letter exchanged between Hummark and the Client.
  • "Website" refers to the Hummark website accessible at hummark.live.

Section 02

Acceptance of Terms

By using this Website or by commissioning an Engagement, you confirm that you have read, understood, and agree to be bound by these Terms and Conditions.

If you are entering into an Agreement on behalf of a company or organisation, you confirm that you have the authority to bind that entity to these terms.

You must be at least 18 years of age and have the legal capacity to enter into a binding agreement. Hummark advisory engagements are directed at businesses and organisations, not individual consumers.

If you do not accept these terms, you should not use this Website or commission any Engagement.

Section 03

Service Description

Hummark provides organisational and operational HR advisory services to mid-sized companies, primarily in Thailand. Our services include:

  • Talent Architecture Engagements — written advisory readings of how a company is structured around its talent, including role architecture, capability assessment, and progression mapping.
  • Performance Conversations Refreshes — engagements that review and refresh the structure and cadence of performance conversations, producing written handbooks and manager workshops.
  • Onboarding Programme Reviews — focused reviews of a company's onboarding programme, producing written analyses and adjusted outlines.

All advisory work produced by Hummark is organisational and operational in nature. Nothing produced by Hummark constitutes legal advice, labour-law advice, employment law advice, or advice of any other professional regulated nature. Clients requiring legal advice should consult a qualified legal practitioner.

Hummark reserves the right to decline any engagement request at its discretion, without obligation to provide a reason.

Section 04

Engagement Terms

Each Engagement is governed by a scope confirmation agreed between Hummark and the Client prior to commencement of work. The scope confirmation specifies the deliverables, timeline, and fee for that Engagement.

Scope changes: Any material change to the agreed scope of an Engagement must be agreed in writing by both parties before additional work is undertaken. Scope changes may affect the fee and timeline.

Timeline: Timelines set out in the scope confirmation are estimates based on normal working conditions. Delays caused by the Client's failure to make relevant people available for interviews or to provide requested materials may extend the timeline without additional cost to Hummark.

Deliverables: Deliverables are produced for the Client's internal use. They represent Hummark's advisory reading at the time of the Engagement and should not be treated as permanent or definitive.

Post-delivery correspondence: Where included in the scope, post-delivery correspondence is limited to clarification of the Deliverables produced. It does not extend the scope of the Engagement.

Section 05

Client Responsibilities

To enable Hummark to complete an Engagement effectively, the Client agrees to:

  • Make relevant employees available for interviews and workshops within the agreed timeframe;
  • Provide accurate and reasonably complete information when requested;
  • Assign a named contact person to liaise with the Hummark advisor throughout the Engagement;
  • Review and provide feedback on draft materials within a reasonable time;
  • Not use Deliverables for any purpose that is unlawful or that misrepresents Hummark's advisory work.

The Client acknowledges that the quality and relevance of Deliverables depends in part on the completeness and accuracy of information provided during the Engagement.

Section 06

Payment Terms

Fees: Engagement fees are set out in the scope confirmation and are denominated in Thai Baht (฿). Fees are inclusive of travel within Bangkok. Travel outside Bangkok is discussed and agreed separately.

Invoicing: Hummark will issue an invoice upon confirmation of the Engagement scope. Unless otherwise agreed in writing, payment is due within 14 days of the invoice date.

Late payment: Hummark reserves the right to pause work on an Engagement if payment is not received by the due date. Interest may be charged on overdue amounts at the rate permitted under applicable Thai law.

Cancellation: If a Client cancels an Engagement after work has commenced, Hummark reserves the right to invoice for work completed to the date of cancellation, calculated at a proportional rate of the agreed Engagement fee.

Refunds: Fees paid in advance are non-refundable once the discovery phase of an Engagement has commenced, unless otherwise agreed in writing.

Taxes: All fees are exclusive of applicable taxes, including Value Added Tax (VAT) where applicable under Thai law. The Client is responsible for any taxes applicable to the engagement in their jurisdiction.

Section 07

Intellectual Property

Hummark's IP: All methodologies, frameworks, templates, and general approaches used by Hummark in the delivery of Engagements remain the intellectual property of Hummark.

Deliverables: Upon full payment of the Engagement fee, Hummark grants the Client a non-exclusive, non-transferable licence to use the Deliverables for their internal business purposes. The Client may not sell, licence, or distribute Deliverables to third parties without Hummark's prior written consent.

Website content: All content on this Website, including text, design, and structure, is the property of Hummark. You may not reproduce or distribute Website content without permission.

Client materials: Any documents, data, or materials provided by the Client to Hummark during an Engagement remain the property of the Client. Hummark will not use such materials for any purpose other than completing the Engagement.

Section 08

Confidentiality

Both parties recognise that confidential information may be shared during the course of an Engagement. Each party agrees to:

  • Keep the other party's confidential information strictly confidential;
  • Use confidential information only for the purpose of the Engagement;
  • Not disclose confidential information to third parties without the other party's prior written consent.

Hummark will not use information about a Client's internal organisation, people, or practices for any purpose other than delivering the agreed Engagement.

These confidentiality obligations survive the termination or completion of any Engagement.

Section 09

Disclaimers

Hummark's advisory work represents considered professional judgment based on information available at the time of the Engagement. It does not represent:

  • A guarantee of any specific business outcome;
  • Legal, employment law, or labour law advice of any kind;
  • A comprehensive audit of the Client's HR or organisational practices;
  • Advice on any regulated professional matter.

This Website and its contents are provided on an "as is" basis. Hummark makes no representations about the accuracy or completeness of information on this Website and accepts no liability for errors or omissions.

Links to third-party websites are provided for convenience only. Hummark is not responsible for the content or practices of third-party sites.

Section 10

Limitation of Liability

To the maximum extent permitted by applicable law, Hummark's total liability to the Client in connection with any Engagement shall not exceed the total fee paid by the Client for that specific Engagement.

Hummark shall not be liable for:

  • Indirect, consequential, or incidental losses;
  • Loss of profits, revenue, or business opportunity;
  • Losses arising from the Client's reliance on Deliverables beyond their intended purpose;
  • Delays caused by circumstances outside Hummark's reasonable control, including but not limited to natural events, government actions, or technology failures.

Nothing in these Terms limits liability for fraud, wilful misconduct, or any other liability that cannot be limited by law.

Section 11

Indemnification

The Client agrees to indemnify and hold harmless Hummark, its advisors, and associated personnel from any claims, losses, damages, or costs (including reasonable legal fees) arising from:

  • The Client's use of Deliverables in a manner not authorised under these Terms;
  • The Client's breach of these Terms and Conditions;
  • Inaccurate or misleading information provided by the Client during an Engagement.

Section 12

Termination

By either party: Either party may terminate an Engagement by providing written notice if the other party is in material breach of these Terms and fails to remedy that breach within 14 days of written notice.

By Hummark: Hummark may suspend or terminate an Engagement if the Client fails to make payment by the due date, or if continuing the Engagement would require Hummark to act in a manner inconsistent with its professional standards.

Effect of termination: On termination, the Client shall pay for all work completed to the date of termination. Provisions relating to confidentiality, intellectual property, limitation of liability, and dispute resolution survive termination.

Section 13

Dispute Resolution

Governing law: These Terms and Conditions are governed by and interpreted in accordance with the laws of Thailand.

Jurisdiction: Any dispute arising under these Terms shall be subject to the exclusive jurisdiction of the courts of Bangkok, Thailand.

Informal resolution: Before commencing formal proceedings, the parties agree to attempt to resolve any dispute through good-faith discussion. Either party may initiate this process by writing to the other setting out the nature of the dispute and the resolution sought. The parties will endeavour to reach a resolution within 30 days.

Mediation: If informal resolution is unsuccessful, the parties may agree to refer the dispute to mediation before a neutral mediator, the costs of which will be shared equally.

Section 14

General Provisions

Entire agreement: These Terms and Conditions, together with any scope confirmation, constitute the entire agreement between Hummark and the Client with respect to each Engagement and supersede all prior discussions or representations.

Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force and effect.

Waiver: Failure by either party to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

Assignment: The Client may not assign any rights or obligations under these Terms without Hummark's prior written consent. Hummark may engage sub-contractors or associates to assist with an Engagement, subject to the same confidentiality obligations.

Notices: Notices under these Terms should be sent in writing to [email protected] or to the address set out below.

Section 15

Changes to These Terms

Hummark may update these Terms and Conditions from time to time. When we do, the revised version will be posted on this page with an updated "Last Updated" date.

For active Engagements, material changes to these Terms will be communicated in writing. Continued use of this Website after changes are posted constitutes acceptance of the revised Terms.

We encourage you to review these Terms periodically.