Terms of Sale

1. Preface

These Terms of Sale govern the purchase of subscriptions, add-ons, and other paid offerings provided by the Company in connection with the Platform. They apply to Customers that pay fees to the Company. Purchases of courses, learning products, or other items sold by an Organization to Learners are separate transactions between those parties and are not governed by these Terms of Sale, unless the Company expressly states otherwise in writing. Effective Date: February 21, 2026. Last Updated: February 21, 2026.

2. Definitions and Relationship to Other Documents

Capitalized terms used in these Terms of Sale have the meanings set out in the Terms of Service, including Company, Platform, Customer, Organization, Instructor, Learner, End User, Content, Personal Data, Controller, Processor, and Subprocessor. These Terms of Sale are incorporated into the Terms of Service. The Refunds Policy forms part of these Terms of Sale for refund eligibility and procedures. If there is a conflict, the order of precedence is as described in the Terms of Service: an executed order form prevails over the DPA with respect to commercial terms, the DPA prevails over the Terms of Service with respect to data protection obligations, and the Terms of Service prevail over the Policies.

3. Scope of Fees and Plans

The Company may offer different subscription plans, usage limits, features, or service levels. Current plan names, pricing, included features, and any free trial terms are described in the Platform interface at openmirai.com and may be updated from time to time, or as set out in an executed order form. Unless otherwise agreed in an order form, the Company may change plan offerings and pricing prospectively in accordance with the change mechanism described in these Terms of Sale.

4. Pricing Presentation and Currency

Pricing may be displayed in Thai Baht or other currencies depending on the Customer’s location and the Company’s commercial setup. Pricing is displayed in Thai Baht (THB) and US Dollars (USD). Supported currencies are Thai Baht (THB) and US Dollars (USD). Unless stated otherwise, fees are exclusive of applicable taxes and governmental charges.

5. Taxes and VAT

The Customer is responsible for all applicable taxes, duties, levies, and governmental assessments related to the purchase, except where the Company is required by law to collect and remit such taxes. The Company will issue tax invoices that comply with Thai Revenue Code requirements where applicable. Value Added Tax (VAT) will be applied as required by Thai law, and rates may depend on the Customer’s status and place of establishment. For cross-border Customers, local taxes such as VAT, GST, sales tax, or withholding tax may apply, and the Customer is responsible for determining and paying such taxes unless the Company is legally required to collect them.

If withholding tax is required by law, the Customer must provide documentation and comply with procedures required to enable the Company to receive the net amount owed. Withholding tax documentation requirements follow the requirements of the Thai Revenue Department. Customers must provide withholding tax certificates (ใบหัก ณ ที่จ่าย) within 15 days of the payment date.

6. Billing, Payment Authorization, and Payment Processors

The Customer authorizes the Company and its payment service providers to charge the applicable fees using the payment method provided. The Company uses Stripe as its payment service provider. Supported payment methods include credit cards, debit cards, and bank transfers. The Customer must maintain valid and current payment information. The Company will issue electronic invoices or tax invoices via email. Invoicing formats comply with applicable Thai tax requirements.

Where an Organization enables PromptPay as a payment method for Learner transactions on the Platform, the Company uses Slip2Go to verify PromptPay payment slips submitted by Learners. A verification fee of 10 THB (approximately 0.5 USD) is charged per successful PromptPay transaction. The verification fee is deducted from the transaction amount before settlement to the Organization. Upon successful verification, the Company sends a transaction receipt to the Learner's registered email address and stores the payment slip as proof of payment.

7. Billing Cycles and Renewals

Subscriptions may be billed in advance on a recurring basis, such as monthly or annually, as selected by the Customer or as set out in an order form. Subscriptions are billed either monthly or annually, as selected by the Customer at the time of purchase. Subscriptions automatically renew at the end of each billing period unless cancelled. Unless otherwise stated, subscriptions automatically renew at the end of each billing period at the then-current price, unless the Customer cancels before renewal in accordance with the procedures described by the Company.

8. Changes, Upgrades, and Downgrades

The Customer may be able to upgrade or downgrade plans. Upgrades take effect immediately, and the Customer will be charged a prorated amount for the remainder of the current billing period. Downgrades take effect at the beginning of the next billing period. How feature limits apply may depend on the plan and the Company’s billing system. The Company may impose restrictions on downgrades where required to prevent data loss or security risk.

9. Cancellation and Non-Renewal

The Customer may cancel a subscription by following the cancellation procedures made available through the Platform or otherwise provided in writing by the Company. Cancellation may be performed through the Platform's account settings or by emailing heretohelp@openmirai.com. Cancellation takes effect at the end of the current billing period. Unless required by applicable law or expressly stated in the Refunds Policy or an order form, cancellation will take effect at the end of the current billing period and the Customer remains responsible for fees through the end of that period.

10. Failed Payments, Late Payments, and Suspension

If a payment is declined or otherwise fails, the Company may attempt to reprocess the payment. The Company may suspend or limit access to the Platform for overdue accounts after providing reasonable notice, except where immediate action is necessary to prevent fraud or abuse. The Company does not charge late fees or interest on overdue amounts. The Company will provide at least 14 days' notice before suspending access for non-payment. Suspension for non-payment may result in loss of access to Customer Content and features during the suspension period.

11. Invoicing and Records

Invoices are issued at the beginning of each billing period and delivered electronically via email to the billing contact on file. The Customer is responsible for providing accurate billing information, including tax identification numbers where applicable, and for promptly notifying the Company of changes. The Company may retain billing and transaction records as required for accounting and legal compliance.

12. Chargebacks and Payment Disputes

If the Customer initiates a chargeback or payment dispute, the Company may suspend access to the Platform while the dispute is pending. The Customer remains responsible for all amounts due unless the chargeback is resolved in the Customer’s favor. The Company does not charge administrative fees for chargebacks, but reserves the right to do so in the future with prior notice.

13. Refunds

Refund eligibility, timing, and method are governed by the Refunds Policy and any applicable mandatory consumer protection laws. The Company may refuse refunds where prohibited conduct, fraud, or misuse is reasonably suspected, subject to applicable law.

14. Changes to these Terms of Sale

The Company may update these Terms of Sale from time to time. The Company will publish the updated version within the legal documentation portal and may provide additional notice of material changes by reasonable means, such as email or in-Platform notifications. Unless otherwise stated, changes take effect on the effective date specified in the updated Terms of Sale and apply prospectively, except where a change is required by law or relates to security or fraud prevention.

15. Contact

Questions about these Terms of Sale may be directed to the Company using the contact details in the Contact and Notices page. Billing contact email is heretohelp@openmirai.com.