Terms & Conditions

Marketplace Standard Agreement · Kids Compass (Pty) Ltd – Thailand · Last Updated: [Insert Date]

These General Provider Terms and Conditions ("General Terms") govern the use of the Kids Compass platform by organisations or individuals offering children's classes, courses, events, or activities ("Classes").

These Terms form a legally binding agreement between Kids Compass (Pty) Ltd ("Kids Compass", "we", "us", "our") and the organisation or individual registering as a Provider ("Provider", "you").

Specific commercial arrangements may be defined in a Particular Terms and Conditions schedule ("Particular Terms"). If a conflict exists between these General Terms and the Particular Terms, the Particular Terms will prevail.

By creating an account, or selecting "Accept" within the App, the Provider confirms that they have read, understood, and agree to these Terms.

Kids Compass operates an online marketplace platform that enables parents to:

• Discover children's activities

• Compare providers

• Book classes

• Make payments

• Manage schedules

Kids Compass does not provide the classes and acts only as a technology platform and payment collection agent.

Providers operate as independent businesses. Nothing in this agreement creates:

• Employment

• Partnership

• Agency relationship

• Joint venture

Providers are fully responsible for their staff, instructors, venues, class delivery, safety and supervision.

Providers may include:

• Schools

• Early childhood centres

• Sports academies

• Dance or music schools

• STEM and tutoring centres

• Freelance instructors

• Playgroups and enrichment providers

Kids Compass reserves the right to approve, reject, or remove providers at its discretion.

Providers must operate their services in a professional, safe, and lawful manner.

Legal Compliance: Providers must comply with all applicable Thai laws including education licensing (if applicable), labour laws, tax laws, consumer protection, safety regulations, and Thailand's Personal Data Protection Act (PDPA).

Child Safety: Providers must maintain appropriate safeguards including trained instructors, safe facilities, emergency procedures, and child supervision policies. Kids Compass may request documentation demonstrating compliance.

Accuracy of Listings: Providers must ensure that listings are accurate, up to date, and not misleading — including class capacity, schedules, location, instructor details, and pricing. Providers are responsible for keeping availability updated.

All bookings originating through Kids Compass must be processed through the Kids Compass platform.

Providers may not:

• Redirect parents to book outside the platform

• Offer off-platform discounts to Kids Compass users

• Collect payment directly for platform-generated bookings

This protection applies for 6 months following the first booking by a customer introduced through Kids Compass.

This clause is critical to protect the marketplace ecosystem.

Payments are collected by Kids Compass through a third-party payment gateway. Kids Compass acts as a limited payment collection agent for Providers.

Parents pay Kids Compass at the time of booking. Kids Compass then settles payments to Providers.

Providers receive settlement payments monthly. The settlement amount equals total booking revenue collected minus:

• Platform commission

• Payment gateway fees

• Refunds

• Chargebacks

• 3% withholding tax (WHT) remitted to the Thai Revenue Department on the Provider's behalf

• Any other applicable taxes

Settlement payments are made within 15 business days after the end of each calendar month, unless otherwise agreed.

Kids Compass earns revenue through commissions on bookings. Commission rates are defined in the Particular Terms and Conditions schedule agreed with each Provider during onboarding.

Default commission rates (where applicable):

• Private class — 10%

• Small group (1–5 participants) — 15%

• Group class (>5 participants) — 20%

Alternative commission structures may be defined in Particular Terms.

Payments are processed through third-party payment providers (e.g., Omise Thailand). Applicable fees include:

• Payment processing fees

• Refund processing fees

Where a booking is cancelled — whether by a parent or a Provider — any applicable payment gateway fees (for the original transaction and the refund) will be allocated as set out in Section 11 (Cancellations). These fees may be deducted from Provider settlement payments.

Kids Compass operates the following platform-wide cancellation policy. All Providers must comply with this policy.

Parent-Initiated Cancellations: A parent may cancel a booking without charge provided the cancellation is made more than 24 hours before the scheduled class start time. The parent will receive a full refund of the booking amount, less any payment gateway processing fees incurred on the original transaction and the refund processing. These gateway fees are charged by the third-party payment processor and are not retained by Kids Compass.

Cancellations made within 24 hours of the class start time are not eligible for a refund. Any credits or payments used for that booking will be forfeited. Kids Compass is not responsible for circumstances that prevent attendance within this window, including illness; however, Providers may apply goodwill exceptions at their own discretion.

Provider-Initiated Cancellations: If a Provider cancels a confirmed booking, the parent will always receive a full refund, regardless of when the cancellation occurs.

Cancellation with more than 48 hours' notice: The parent receives a full refund. All payment gateway fees applicable to the original transaction and the refund are borne by the Provider and will be deducted from the Provider's next settlement.

Cancellation with less than 48 hours' notice: The parent receives a full refund. All payment gateway fees are borne by the Provider. In addition, a service disruption fee of 15% of the net booking value (after platform commission) is charged to the Provider and deducted from settlement.

Consequences of Repeated Cancellations: Kids Compass monitors Provider cancellation rates. Repeated cancellations — particularly those with less than 48 hours' notice — may result in:

• Reduced visibility and ranking on the platform

• Temporary suspension of new bookings

• Permanent removal from the platform

Kids Compass will notify Providers before taking action except where a safety concern requires immediate suspension.

This section summarises the key tax obligations relating to Kids Compass payouts. It is provided for information only and does not constitute tax advice. Providers should consult a qualified Thai tax advisor.

Value Added Tax (VAT): Kids Compass is registered for VAT in Thailand (7%). VAT is collected from parents as part of each booking and remitted to the Thai Revenue Department monthly by Kids Compass. The platform commission charged to Providers includes 7% VAT, which is shown on each monthly payout report and tax invoice issued to Providers.

Providers whose annual revenue exceeds 1,800,000 THB must register for VAT independently and comply with Thai VAT requirements. VAT-registered Providers should notify Kids Compass during onboarding.

Withholding Tax (WHT): Thai law requires Kids Compass to deduct 3% Withholding Tax (WHT) from all service payments made to Providers above 1,000 THB. This is a prepayment of the Provider's annual income tax and is remitted to the Thai Revenue Department on the Provider's behalf.

Kids Compass will issue a PND.53 Withholding Tax Certificate to each Provider for every payout period. Providers must retain these certificates and use them when filing their annual personal income tax return (PND.90 or PND.91) to claim the WHT as a tax credit. Depending on the Provider's total annual income, they may receive a full or partial refund of the WHT amount.

Provider Tax Obligations: Providers are solely responsible for their own tax compliance, including filing annual income tax returns, registering for VAT if required, and maintaining appropriate records. Kids Compass accepts no liability for any Provider's tax obligations or filings.

Parents may leave reviews of classes. Providers agree that:

• Reviews may be publicly displayed

• Kids Compass may moderate reviews

• Review manipulation is prohibited

Providers agree to reasonably cooperate with Kids Compass marketing initiatives, including:

Digital Promotion: sharing Kids Compass booking links, social media collaboration, and newsletters or announcements.

On-site Promotion: displaying Kids Compass QR codes and encouraging bookings through the platform.

Content Creation: providing photos or videos and participating in marketing campaigns.

Additional marketing collaborations may be defined in the Particular Terms.

Providers grant Kids Compass a non-exclusive royalty-free licence to use provider content including:

• Images

• Videos

• Descriptions

• Logos

• Instructor bios

Content may be used for marketing, promotion, platform listings, and social media.

Providers must comply with Thailand's Personal Data Protection Act (PDPA). Providers must:

• Securely store personal data

• Use data only for delivering the class

• Not use data for marketing without consent

• Notify Kids Compass immediately in the event of a data breach

Providers are solely responsible for class delivery, safety of children, instructor conduct, facility safety, and equipment used during classes.

Providers agree to indemnify Kids Compass against claims arising from:

• Injuries

• Negligence

• Legal violations

• Intellectual property infringement

Kids Compass may rank or promote providers, suspend providers, remove listings, and modify platform features. Kids Compass is not required to guarantee traffic or bookings.

All intellectual property rights in the Kids Compass platform, brand, technology, and content created by Kids Compass (including algorithms, UX designs, and marketing materials) are and remain the exclusive property of Kids Compass.

Providers are granted a limited, non-exclusive, non-transferable licence to use the Kids Compass name and branding solely for the purpose of directing bookings to the platform. No other licence is granted.

Each party agrees to keep confidential all non-public commercial information disclosed under this Agreement, including commission rates, payout terms, and any Particular Terms.

This obligation does not apply to information that is publicly available, required to be disclosed by law, or independently known by the receiving party.

This clause survives termination of this Agreement.

Kids Compass may suspend or terminate a provider account for:

• Safety concerns

• Repeated cancellations

• Fraudulent behaviour

• Platform circumvention

• Breach of these terms

Either party may terminate with 30 days written notice.

These Terms are governed by the laws of Thailand.

Disputes will first attempt informal resolution, followed by mediation in Bangkok, and if unresolved, submission to Thai courts.