Terms & Conditions

Marketplace Standard Agreement · Every One Venture Company Limited (trading as Kids Compass) – Thailand

These General Provider Terms and Conditions ("General Terms") govern the use of the Kids Compass platform by organisations or individuals offering children's classes, camps, courses, workshops, events, or other activities (each an "Activity", together "Activities"). Everything in these General Terms that applies to an Activity applies to every type of Activity, whether it runs for a single session or over several days.

These Terms form a legally binding agreement between Every One Venture Company Limited, a company registered in Thailand, trading as Kids Compass ("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 Activities

• Make payments

• Manage schedules

Kids Compass sells Activities to parents. For each booking, Kids Compass buys the Activity from the Provider and resells it to the parent. The Provider delivers the Activity as Kids Compass's supplier. Kids Compass does not deliver Activities itself.

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, Activity 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 Activity 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.

Parents pay Kids Compass for bookings using Kids Compass credits (1 credit = 1 THB), which they buy in advance through our payment processor, Stripe.

Kids Compass then pays the Provider for each Activity it has purchased, as set out in Section 8.

Providers receive settlement payments monthly. The settlement amount equals total booking revenue for completed bookings minus:

• Platform commission

• VAT adjustment for Providers who are not VAT-registered (see Section 12)

• Cancellation penalties for Provider-initiated cancellations (see Section 11)

• 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. Each settlement comes with a statement showing these amounts for every booking. If the amounts owed by the Provider exceed the settlement, the balance is carried forward to the next settlement.

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), based on the number of students enrolled in the session at the time of booking:

• 1 student — 10%

• 2–4 students — 20%

• 5 or more students — 30%

The rate is fixed for each booking when it is made. Commission includes VAT.

Alternative commission structures may be defined in Particular Terms.

Payments are processed through third-party payment providers (e.g., Stripe). Kids Compass pays the payment processing fees on parents' credit purchases. Providers are not charged payment processing fees, including when a booking is cancelled.

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 provided the cancellation is made at least 24 hours before the scheduled Activity start time. The parent will receive all of the credits used for the booking back to their credit balance. The booking is removed and the Provider is not paid for it.

Cancellations within 24 hours of the Activity start time are not possible and are not eligible for a refund. The booking is treated as used and the Provider is paid for it as normal. 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.

Where an Activity runs over several days (for example, a camp), it is booked and cancelled as a whole, and the 24-hour cut-off applies to the start of the first day.

Provider-Initiated Cancellations: If a Provider cancels a confirmed booking, the parent will always receive a full refund of their credits to their credit balance, plus 5% bonus credits (funded by Kids Compass), regardless of when the cancellation occurs.

The Provider is charged a cancellation penalty of 15% of the full booking price, deducted from the Provider's next settlement. For example, if a Provider cancels a ฿1,000 booking, the Provider is charged ฿150.

Consequences of Repeated Cancellations: Kids Compass monitors Provider cancellation rates. Repeated cancellations 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%). Because Kids Compass sells each Activity to the parent, Kids Compass pays the Thai Revenue Department the 7% VAT included in the full price the parent pays. A business can normally reduce its VAT bill by claiming back the VAT charged by its suppliers. Whether Kids Compass can do this for the Provider's share depends on whether the Provider is VAT-registered:

• VAT-registered Providers: the Provider's share (the price minus commission) is treated as including VAT. The Provider issues Kids Compass a tax invoice for it (the App prepares this each month for the Provider to confirm), and Kids Compass claims the VAT back. No VAT adjustment is deducted.

• Providers that are not VAT-registered: the Provider cannot issue a tax invoice, so Kids Compass cannot claim back any VAT on the Provider's share. Kids Compass therefore deducts the VAT contained in the Provider's share (the "VAT adjustment"). A price that includes 7% VAT is made up of 100 parts of value and 7 parts of VAT (107 parts in total), so the VAT is 7 out of every 107 baht, about 6.54%. The VAT adjustment is 7/107 of the Provider's share; in other words, the share is divided by 1.07.

Example: a ฿1,000 Activity with 1 student enrolled (10% commission):

Providers whose annual revenue exceeds 1,800,000 THB must register for VAT independently and comply with Thai VAT requirements. Providers must set their VAT status correctly in the App and update it within 14 days of any change. A change applies to bookings made after it is recorded.

Withholding Tax (WHT): Thai law requires Kids Compass to deduct 3% Withholding Tax (WHT) from all service payments made to Providers of 1,000 THB or more, calculated on the value excluding VAT. This is a prepayment of the Provider's annual income tax and is remitted to the Thai Revenue Department on the Provider's behalf using form PND.3 (for individual Providers) or PND.53 (for company Providers).

Kids Compass will issue a Withholding Tax Certificate (50 Tawi) to each Provider for every payout period. Providers must retain these certificates and use them when filing their annual income tax return (PND.90 or PND.91 for individuals; PND.50 for companies) 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 Activities. 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 Activity

• Not use data for marketing without consent

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

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

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.