Commercial Legal Counsel

About UpPass

UpPass is the end-to-end digital onboarding platform built for modern lenders, delivering a complete borrower onboarding stack in a single unified solution. We bring together business verification (eKYB), identity verification (eKYC), AI-driven document processing, and AML screening seamlessly integrated into local registries and specialized data sources across Southeast Asia. Instead of stitching together fragmented third-party vendors and maintaining expensive manual review operations, our clients issue a single API call to receive a fully processed, decision-ready applicant file.

Role Overview

We are seeking a sharp, commercially minded, and detail-obsessed Commercial Legal Counsel to own the full contract lifecycle across our clients, partners, and solutions as we scale across Southeast Asia. In this role, you will be the legal backbone of every deal UpPass signs, from enterprise service agreements with banks and lenders to data partnerships, reseller arrangements, and vendor contracts.

You are not a passive reviewer who returns a redline and walks away—you are a hands-on partner to our Sales, Product, and Engineering teams who understands how our APIs, data flows, and SLAs actually work, negotiates directly with counterparties, and finds the path to signature without exposing the company to unmanaged risk. You will set the high mark for contract quality, turnaround speed, and clear, practical legal advice across the business.

Key Responsibilities

1. Client & Commercial Contracts

• Draft, review, and negotiate Master Service Agreements, Service Agreements, Statements of Work, Order Forms, and Change Requests with enterprise clients, including banks, lenders, telcos, and fintechs.
• Review RFP/RFI terms, client vendor-onboarding requirements, and outsourcing clauses, ensuring our commitments on SLAs, uptime, liability caps, indemnities, and service credits are realistic and aligned with what we can deliver.
• Manage NDAs, Letters of Intent, MOUs, and pre-contract terms to keep deal velocity high without compromising protection.

2. Partner, Vendor & Solution Agreements

• Draft and negotiate partnership, reseller, referral, white-label, and data-licensing agreements with technology and channel partners across the region.
• Review upstream vendor and subcontractor agreements (data providers, cloud and verification vendors, outsourced development partners), ensuring obligations flow down consistently to what we commit to clients.
• Protect UpPass’s intellectual property through clear IP ownership, licensing, source-code, and IP transfer provisions in custom development and solution projects.

3. Data Protection & Regulatory Compliance

• Draft and maintain Data Processing Agreements (DPAs) and data-sharing terms that reflect our role as a data processor under PDPA/GDPR and equivalent frameworks in Malaysia, the Philippines, and Vietnam.
• Support client regulatory due diligence (e.g., financial-institution outsourcing and IT risk requirements), security questionnaires, and ISO 27001-related contractual commitments in partnership with our Tech and Infra teams.

4. Contract Governance & Corporate Support

• Build and own the UpPass contract playbook: standard templates, fallback positions, an approval matrix, and a central repository with renewal and obligation tracking.
• Support corporate matters across our Thai and Singapore entities, including board and shareholder documentation, investment due diligence, employment and equity-incentive documents, and coordination with external counsel.

Core Qualifications

• Legal Qualification: Bachelor’s degree in Law (LL.B.) or equivalent.
• Proven Contracting Track Record: 3+ years of commercial contract drafting and negotiation experience.
• Technology & Data Fluency: Solid understanding of SaaS/API service models, SLAs, IP licensing, limitation-of-liability structures, and data protection (PDPA/GDPR). Able to read a technical spec or solution proposal and translate it into clear, enforceable terms.
• Relevant Industry Experience: Experience in fintech or banking, particularly contracting with regulated financial institutions in Thailand.
• Exceptional Communication Skills: Fluent written and spoken Thai and English, with the ability to draft and negotiate contracts in both languages and explain legal risk clearly to executives, sales teams, and counterparties.
• Legal Eligibility: Eligible to work in Thailand.
• Ownership & Precision: Highly organized and able to manage a high volume of concurrent contracts with fast turnaround, while triple-checking every clause, definition, and cross-reference.

Preferred Qualifications

• Experience combining law-firm and in-house roles at a technology, SaaS, or financial services company.
• A Thai lawyer’s license and/or an LL.M. in commercial, technology, or data protection law is a strong plus.
• Prior experience in loan origination platforms, Regulatory Technology (RegTech), or identity verification.
• Familiarity with cross-border contracting across Southeast Asia (Singapore, Malaysia, the Philippines, Vietnam) and with contract lifecycle management (CLM) or AI-assisted contract review tools.
• Commercial Judgment: Ability to assess risk pragmatically, prioritize what truly matters, and propose workable alternatives rather than simply blocking deals.

Social Security

Health Insurance

Flexible Working Hours

Hybrid / Onsite Working Environment