Special Terms for Committed Sales Model
Last updated: 2025-10-11 15:25:13
1. Basic Rules of Committed Sales Model
Both parties understand and confirm that, to fully utilize resource value, maximize benefits, and ensure the realization of their commercial objectives, and after careful evaluation, Party A and Party B mutually agree to adopt a committed sales model for the relevant products/services under the Agreement:
(1) The committed sales model means Party A commits to continuously use the committed sales products/services and pay fees during the agreed committed sales period, and will not return or unsubscribe from the products/services before the expiry of the agreed committed sales period (“Committed Sales Period”); If the parties have also agreed on a committed service usage quantity (“Committed Sales Quantity or Amount”, Party A shall also meet the Committed Sales Quantity or Amount requirement for the relevant cloud services during the term of the Agreement;
(2) Provided that Party A fulfils the commitment to continue using the committed sales products/services in accordance with the Committed Sales Period or Committed Sales Quantity or Amount, Tencent Cloud will offer Party A a preferential pricing for the usage of such products/services;
(3) If Party A fails to consistently use the committed sales products/services as per the Committed Sales Period or Committed Sales Quantity or Amount, Party A shall compensate Party B in accordance with the compensation rules stipulated in these Special Terms; and
(4) Once the committed sales products/services under this Agreement are purchased by Party A, the associated hardware resources (such as chips) supporting these products/services shall be exclusively allocated to Party A during the committed sales period, and Party B shall not reallocate them for other purposes. Therefore, Party A’s failure to fulfill the commitment to continue using the committed sales products/services in accordance with the Committed Sales Period or Committed Sales Quantity or Amount will result in damages and losses suffered by Party B.
(The term 'purchase' in this Special Terms means that after signing of the Agreement, Party A configures specific products/services and places payment orders through Tencent Cloud's website or corresponding interfaces.)
2. Committed Sales Product/Services Information
The committed sales product shall be based on Party A's actual orders placed on Party B's official website https://tencentcloud.com.
3. Compensation Rules for Failure to Fulfill Sales Commitment
Both parties mutually agree that if Party A fails to consistently use and pay for the committed sales products/services within the Committed Sales Period or Committed Sales Quantity or Amount (the specific quantity shall be based on the actual orders placed by Party A on Party B's official website https://tencentcloud.com during the term of the Agreement), or amount, Party A shall compensate Party B for the damages and losses suffered by Party B, such liquidated damages shall be calculated as the price corresponding to the unfulfilled commitment period and quantity, or directly compensate Party B for the unfulfilled committed sales amount if a specific sales amount was agreed upon.
Example ①:
A customer placed an order for one unit of Product/Service A on May 1, 2024, with a 3-year sales commitment period (from May 1, 2024, to April 30, 2027). On July 1, 2024, the same customer placed an order for one unit of Product/Service B, also with a 3-year sales commitment period (from July 1, 2024, to June 30, 2027). If the customer terminates the contract on May 1, 2025, they must compensate Party B the liquidated damages for Product/Service A for 2 years (from May 1, 2025, to April 30, 2027) and for Product/Service B for 2 years and 2 months (i.e., from May 1, 2025, to June 30, 2027) at the corresponding prices.
Example ②:
A customer placed an order on May 1, 2024, for 50 units of Product/Service A with a 3-year exclusive sales commitment, covering the period from May 1, 2024, to April 30, 2027. If the customer returns 20 units prematurely on May 1, 2025, they must compensate for the 20 units (from May 1, 2025, to April 30, 2027) at the corresponding 2-year price.
If Party A fails to fulfill the Committed Sales Period or Committed Sales Quantity or Amount, Party A shall pay compensation in the form of liquidated damages to Party B within 30 days of Party B's request to ensure Party B is adequately compensated for the damages and losses suffered.
Party A acknowledges and agrees that the calculation method of the aforementioned compensation rules are genuine pre-estimates of damages that was determined after thorough evaluation by both parties, taking into account the specific arrangements of the transaction under the Agreement, and fully reflects the commercial interests of both parties as well as their respective considerations of gains and losses. At the time of signing the Agreement, Party A has thoroughly evaluated the committed sales requirements and compensation rules based on its own circumstances. Party A hereby acknowledges and fully accepts the reasonableness, fairness, and objectivity of the aforementioned compensation rules.
4. Liability for Breach of Agreement
Party A shall ensure compliance with all obligations stipulated in the main body and special terms of the Agreement and shall bear liability for breach of agreement in case of any violation. If Party A breaches the Agreement, causing Party B to terminate or cancel the Agreement early or cease providing products/services to Party A, Party B reserves the right to demand that Party A assume liability for breach by selecting any of the following agreed methods:
(1) Party A shall pay liquidated damages to Party B equivalent to the difference between the preferential price enjoyed during its use of Party B's services and the published rate for the same period;
(2) Pay liquidated damages to Party B equal to the amount calculated under the committed sales compensation rules; or
(3) Pay liquidated damages to Party B amounting to 50% of the total fees corresponding to the committed sales products/services committed by Party A during the exclusive sales period.
Party A agrees that the calculation method for the aforementioned liquidated damages are genuine pre-estimate of damages that was determined through mutual evaluation, taking into consideration of the specific arrangements of the transactions under the Agreement. It fully reflects both parties' intention and the amount of damages or losses Party B may suffer due to Party A's breach. Therefore, Party A hereby acknowledges and fully accepts the reasonableness, fairness, and objectivity of the aforementioned liquidated damages calculation method.
Party A confirms that in the event of payment obstacles or difficulties—including but not limited to company mergers, divisions, management changes, bankruptcy, liquidation, major litigation affecting Party A’s performance of its obligations under the Agreement, or business registration changes—Party A must promptly notify Party B with full details within [5] calendar days of such occurrence. Under these circumstances, Party B reserves the right to demand early payment, terminate the agreement, require guarantees from Party A, suspend or discontinue provision of product/service. In the event of disputes such as litigation or arbitration between the parties, Party B may suspend the relevant products/services for the contested portion and shall not be liable for any losses incurred by Party A. Upon resolution of the dispute, provision of products/services shall resume.
Insofar as the matters in these Special Terms are concerned, these Special Terms shall prevail in the event of any conflict or inconsistency between these Special Terms and the terms of the Agreement.
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