The following terms apply to Tencent Cloud Object Storage (COS) Underwriting Resource Packages (the Underwriting Resource Package).
1. General Rules
The Parties mutually understand and acknowledge that, in order to fully realize the value of resources, maximize benefits, and safeguard the achievement of their respective commercial objectives, both you and Tencent Cloud, having each conducted a prudent assessment, have agreed through mutual consultation to cooperate under the Underwriting Mode for the relevant products under these Terms:
1.1 Underwriting Mode means: from the date on which you place an order for an Underwriting Resource Package on Tencent Cloud's official website, the Underwriting Resource Package shall take effect in accordance with the selected Effective Region, Underwriting Specification, Underwriting Quantity and Underwriting Duration; it shall automatically continue in effect prior to the expiry of the Underwriting Duration and cannot be actively deleted, unsubscribed, or terminated by you. During the Underwriting Duration, Tencent Cloud shall bill and deduct fees from your account in accordance with Clause 3.2 (Deduction Method) of these Special Terms, and you shall ensure that its account holds sufficient funds to enable the deduction to be completed normally. Whether you actually generate storage usage during the Underwriting Duration, or whether any usage interruption occurs (including without limitation your business adjustments or third-party causes), shall not affect the effectiveness and fee deduction of the Underwriting Resource Package. Force majeure events shall be handled in accordance with Clause 5.3 (Force Majeure) of these Terms.
1.2 If your account falls into arrears, resulting in Tencent Cloud being unable to complete the fee deduction during the Underwriting Duration in accordance with the Deduction Method under Clause 3.2, you shall pay compensation to Tencent Cloud in accordance with the provisions of Clause 4 (Underwriting Compensation Rules) of these Special Terms.
1.3 On the premise that you use the Underwriting Resource Package in accordance with the Underwriting Duration, Underwriting Specification and Underwriting Quantity, Tencent Cloud shall grant you a price discount for the settlement of the Underwriting Resource Package (i.e., the Underwriting Discount Unit Price).
1.4 Once you place an order for an Underwriting Resource Package under these Terms, during the Underwriting Duration, the Underwriting Resource Package does not support price reduction, specification changes (upgrade or downgrade), unsubscription, renewal, or auto-renewal; meanwhile, you shall ensure that its account holds sufficient funds during the underwriting period to enable daily/monthly fee deductions.
1.5 After your account falls into arrears, the COS service and the fee deduction for the Underwriting Resource Package shall be implemented in accordance with Tencent Cloud's 《COS Payment Overdue》. To avoid ambiguity, during the data retention period after service suspension due to arrears (default: 15 calendar days), the Underwriting Resource Package shall continue to be billed at the selected Underwriting Specification and Underwriting Quantity, generating amounts due for deduction. If you top up its account and restore service within the data retention period, the aforementioned amounts due for deduction shall be paid in arrears. 1.6 Prior to the expiry of the Underwriting Duration, if you elect to increase the Underwriting Specification, Underwriting Quantity and/or extend the Underwriting Duration, the Parties shall reach mutual agreement and execute separate terms accordingly.
1.7 Upon expiry of the Underwriting Duration, if you elect to continue using the Underwriting Resource Package, you shall notify Tencent Cloud one month in advance, and the Parties shall execute separate terms for the new underwriting cooperation and re-purchase the same; otherwise, the relevant discount for the Underwriting Resource Package shall automatically lapse upon expiry, and the Parties shall settle at Tencent Cloud's list price prevailing at the time of underwriting expiry.
(For the purposes of these Special Terms, "purchase" or "place an order" means: after you enter into these Terms, you configure the specific product and place an order through the Tencent Cloud website or the corresponding interface of Tencent Cloud.)
1.8 Definitions:
(1) Underwriting Specification: means the combination of the storage type and the Underwriting Resource Package specification selected by you when placing an order on Tencent Cloud's official website.
Storage types include: Underwriting Standard Storage Capacity, Underwriting Standard Storage (Multi-AZ) Capacity, Underwriting Infrequent Access Storage Capacity, Underwriting Infrequent Access Storage (Multi-AZ) Capacity, Underwriting Archive Storage Capacity, Underwriting Archive Storage (Multi-AZ) Capacity, Underwriting Deep Archive Storage Capacity;
Underwriting Resource Package specifications include: 500TB, 1PB, 2PB, 5PB, 10PB, 20PB, 30PB, 50PB, 100PB.
For example: "Underwriting Standard Storage Capacity 500TB" corresponds to "COS Underwriting Standard Storage Capacity Package 512,000GB".
(2) Underwriting Duration: means the purchase duration selected by you when placing an order on Tencent Cloud's official website, i.e., the validity period of the Underwriting Resource Package, including: 1 month, 3 months, 6 months, 1 year, 2 years, 3 years, 4 years, 5 years, and 6 years.
(3) Underwriting Quantity: means the number of Underwriting Resource Packages ordered by you. Under the same order or different orders, you may order multiple Underwriting Resource Packages of the same or different Underwriting Specifications, and the number thereof constitutes the Underwriting Quantity referred to in this Clause.
(4) Underwriting Volume: means the aggregate specification obtained by summing all Underwriting Resource Packages ordered by you by storage type, i.e., "for each storage type, Underwriting Specification × Underwriting Quantity". Different storage types are not cumulative and are calculated in parallel by type.
(5) Underwriting Discount Unit Price: means the discounted unit price granted by Tencent Cloud based on the storage type selected by you at the time of ordering. Such unit price shall be as recorded in your order, and, from the date of ordering, shall be locked for the duration of the Underwriting Duration and shall not vary with any adjustment (increase or decrease) to the list price on Tencent Cloud's official website.
(6) Effective Region: means the region scope in which the Underwriting Resource Package takes effect and is deducted, as selected by you when placing an order on Tencent Cloud's official website, i.e., the scope described in Clause 3.7 (Scope of Application) of these Terms, including: Chinese Mainland General (including Shanghai Autonomous Driving Cloud Zone, available on whitelist basis), and Hong Kong, China and Overseas General; Financial Cloud regions are not supported.
The specific values, scope and corresponding amounts of the Underwriting Specification, Underwriting Quantity, Underwriting Duration, Underwriting Volume, Underwriting Discount Unit Price and Effective Region shall be subject to the order actually placed by you on the official website page referred to in Clause 2; once an order is generated, the foregoing elements shall be locked and remain unchanged during the Underwriting Duration.
To avoid ambiguity, the Effective Region, Underwriting Specification, Underwriting Quantity and Underwriting Duration of the Underwriting Resource Package under the Underwriting Mode agreed in these Terms shall be subject to the actual order placed by you on Tencent Cloud's official website (refer to the "COS Underwriting Resource Package" page under the Self-Purchased Resource Packages module in the Resource Package Management category of the COS Console). The product form, specification definition, billing rules and deduction logic of the Underwriting Resource Package shall be subject to the 《COS Underwriting Resource Package Overview》. Notes:
1. If the Underwriting Duration exceeds the validity period of these Terms, the validity period of these Terms shall be automatically extended until the expiry of the specific Underwriting Duration.
2. The following exceptions apply to the discounts:
(1) Under no circumstances may vouchers be used, nor shall full-amount-return discounts apply, in respect of an Underwriting Resource Package purchased under the underwriting mode during the Underwriting Duration;
(2) Under no circumstances shall the deduction amount of the Underwriting Resource Package include any amounts that do not require actual payment by you, such as gifts, vouchers, or full-amount-return amounts.
3. Underwriting Volume Rules
The Parties mutually understand and acknowledge that the use of Underwriting Resource Packages shall comply with the following rules:
3.1 Deduction Scope: Underwriting Resource Packages may only be used to deduct storage capacity fees for the corresponding Effective Region and corresponding storage type; cross-region deduction is not supported, cross-storage-type deduction is not supported, and deduction of request fees, traffic fees, data retrieval fees, management feature fees and other fees is not supported;
3.2 Deduction Method: During the Underwriting Duration, deductions shall be made on a daily average basis, with the usage quota reset daily; the specific billing cadence depends on your account settlement method (post-paid daily-settled accounts are billed daily; post-paid monthly-settled accounts are billed monthly), and the deduction rules shall be governed by the 《COS Underwriting Resource Package Overview》; 3.3 Minimum Deduction Floor: For a given storage type, if your daily average storage volume for that type is less than or equal to the Underwriting Volume for that type, the fee shall be deducted in full based on the Underwriting Volume for that type; any portion exceeding the Underwriting Volume for that type shall be charged on a pay-as-you-go basis. In other words, the Underwriting Volume for each storage type constitutes the minimum baseline for your daily fee deduction during the Underwriting Duration;
3.4 Deduction Priority: The system shall settle in the following order of priority: Underwriting Resource Package > Free Tier > Resource Package > Pay-As-You-Go;
3.5 Non-Cumulative Quota: Any unused quota within a billing cycle shall not be carried over to the next cycle;
3.6 Stacking: Underwriting Resource Packages support stacking. If multiple Underwriting Resource Packages are purchased at one time, their specifications are stacked, but their validity periods (purchase durations) are not stacked.
3.7 Scope of Application: Underwriting Resource Packages support Chinese Mainland General (including Shanghai Autonomous Driving Cloud Zone, available on whitelist basis), and Hong Kong, China and Overseas General regions; Financial Cloud regions are not supported (i.e., the scope described in Clause 1.8(6) (Effective Region) of these Terms);
3.8 Independence of Usage and Billing: Once an order is placed for an Underwriting Resource Package, fees shall be automatically deducted in accordance with the Deduction Method under Clause 3.2; whether you actually generate storage usage during the Underwriting Duration, or whether any brief or prolonged usage interruption occurs (including without limitation your business adjustments or third-party causes), shall not affect the automatic fee deduction of the Underwriting Resource Package at the specified rate, nor shall it constitute a reduction or exemption of your underwriting obligations. Service availability liability arising from Tencent Cloud's faults shall be handled separately in accordance with the 《Cloud Object Storage Service Level Agreement (SLA)》 and shall not affect the fee deductions agreed in these Terms; force majeure events shall be handled in accordance with Clause 5.3 (Force Majeure) of these Terms. 4. Underwriting Compensation Rules
4.1 The Parties, having agreed through mutual consultation, hereby confirm that the Underwriting Resource Package adopts a post-paid settlement method, with the Underwriting Volume of each storage type serving as the minimum deduction baseline. Under normal circumstances, Tencent Cloud shall continuously bill and deduct fees from your account in accordance with the Deduction Method under Clause 3.2 and the Minimum Deduction Floor under Clause 3.3.
4.2 Where your account is in arrears and, during the data retention period after service suspension due to arrears (default: 15 calendar days) in accordance with Tencent Cloud's 《COS Payment Overdue》, the Underwriting Resource Package shall continue to be billed and generate amounts due for deduction in accordance with the Minimum Deduction Floor under Clause 3.3; the settlement method shall be as follows: (1) If you top up its account and restore service within the data retention period, the amounts due for deduction incurred during the service suspension period shall be paid in arrears;
(2) If you fail to top up within the data retention period, resulting in data destruction and service termination, you shall pay compensation to Tencent Cloud for the portion of the remaining Underwriting Duration for which fee deduction could not be completed. The compensation shall be calculated as follows:
Payable Compensation = Σ (Underwriting Volume of each storage type × Number of Days for Which Deduction Was Due but Not Made for that storage type × Corresponding Underwriting Discount Unit Price)
(i.e., calculated separately for each storage type based on its Underwriting Volume, the number of days for which deduction was due but not made, and the Underwriting Discount Unit Price for each storage type, then summed.)
4.3 If the circumstances described in Clause 4.2 occur, you shall pay the aforementioned arrears or compensation amount to Tencent Cloud within 30 days from the date of Tencent Cloud's request; any other routine outstanding fees owed by you to Tencent Cloud during the arrears or compensation period (such as actual usage incurred, other product fees, etc.) shall not be exempted by reason of the payment of such arrears or compensation.
4.4 You undertake and acknowledge that the calculation method for the compensation rules set forth above is the result of the Parties' full assessment, taking into account the particularity of the transaction under these Terms, and fully reflects the Parties' respective commercial interests and their respective considerations of profit and loss. you have, at the time of signing these Terms, fully assessed the underwriting requirements and the underwriting compensation rules in light of its own circumstances. you hereby confirm the reasonableness, fairness and objectivity of the foregoing compensation rules, and fully accepts and acknowledges the same.
5. Liability for Breach
5.1 You shall ensure compliance with all obligations set forth in the main body of these Terms and these Special Terms, and shall bear liability for breach arising from any violation of the terms hereof. If Tencent Cloud terminates these Terms early, rescinds these Terms, or ceases to provide services to you as a result of your breach, Tencent Cloud shall be entitled to hold you liable for breach in accordance with the underwriting compensation rules under Clause 4.2(2) of these Special Terms; if the compensation under the underwriting compensation rules is insufficient to cover Tencent Cloud's losses, Tencent Cloud shall be entitled to require you to continue to bear liability for compensation.
5.2 You acknowledges that, upon the occurrence of any payment difficulty or impediment, including without limitation: corporate merger, division, change of management personnel, bankruptcy, liquidation, material litigation that may affect the performance of these Terms, or any change in your commercial registration, you shall truthfully inform Tencent Cloud within five (5) calendar days after the occurrence of such circumstances. Based on the foregoing circumstances, Tencent Cloud shall be entitled to demand early payment, rescind these Terms, require you to provide security, suspend the provision of the relevant products, or terminate the provision of the relevant services. Where a dispute arises between the Parties, including litigation or arbitration, Tencent Cloud may suspend the relevant services with respect to the disputed portion and shall not bear any liability for losses incurred by you; performance shall resume after the dispute is resolved. Performance impediments caused by force majeure shall be handled in accordance with Clause 5.3 (Force Majeure) of these Terms and shall not be subject to this Clause 5.2.
5.3 Force Majeure: If a Party is unable to perform or is unable to fully perform its obligations under these Terms due to force majeure (meaning objective circumstances that cannot be foreseen, avoided or overcome, including without limitation natural disasters, war, government control, pandemic lockdowns, etc.), it shall notify the other Party within five (5) calendar days after the occurrence of the force majeure event, and provide supporting documents issued by the competent authority within fifteen (15) calendar days. Upon mutual agreement of the Parties, the Underwriting Duration may be appropriately extended, or the underwriting fees for the period affected by the force majeure may not be deducted. If notice is not given or supporting documents are not provided within the time limit, the relevant Party shall not be entitled to invoke this Clause to exempt itself from the corresponding liability.
6. Application of Terms
These Special Terms constitute a special agreement between the Parties. In the event of any inconsistency between these Special Terms and the 《Tencent Cloud Terms of Service》 displayed on the Tencent Cloud international portal, or the Tencent Cloud Master Services Agreement entered into between you and Tencent Cloud or any other online terms or service rules, the provisions of these Special Terms shall prevail.