tencent cloud

1. INTRODUCTION

1.1 This General Service Level Agreement, including the relevant Service specific Service Level Agreements, (collectively, "SLA") is incorporated into, and forms part of, the Tencent Cloud Terms of Service or the Tencent Cloud Master Services Agreement, as applicable, entered into between Tencent and you (“Agreement”). This SLA applies separately to each Account using the Services.

1.2 Capitalised terms used but not defined in the SLA will have the meaning given to them in the Agreement.

1.3 Tencent may amend the SLA in accordance with the Agreement.

1.4 If there are any discrepancies between this General Service Level Agreement and the relevant Service specific Service Level Agreement(s), the relevant Service specific Service Level Agreement(s) shall apply.

1.5 In this General Service Level Agreement:

(a) “Billing Cycle” means a monthly billing cycle for the Fees during the Term;

(b) "Compensation” means the compensation as set out in the relevant Service specific Service Level Agreement; and

(c) "Service Levels" means the service standard or service availability set out in the relevant Service specific Service Level Agreement.

2. SERVICE LEVELS AND SERVICE CREDITS

Unless otherwise stated in a relevant Service specific Service Level Agreement:

2.1 Tencent will use reasonable efforts to make Service available in accordance with the Service specific Service Level Agreement. If Tencent Cloud does not meet a Service Level during the relevant calendar month (an "Incident"), then (subject to the terms and conditions of the Agreement and the relevant Service specific Service Level Agreement) you are eligible to receive Compensation.

2.2 All Service Levels will be calculated on a per-account, per-complete calendar month basis. Service Levels will not be calculated, and no Compensation will be due, for any non-complete calendar month (i.e. if you do not purchase a particular Service for a complete calendar month, no Compensation is applicable in relation to that Service for that non-complete calendar month).

2.3 Compensation is calculated as a percentage of the total Fees paid by you to Tencent in respect of the relevant Service provided under the Agreement during the relevant calendar month in which the Service Level was calculated.

2.4 Any Compensation provided to you:

(a) will only be applied against future payments of Fees due from your account to Tencent for the relevant Service that is subject of the relevant Incident;

(b) unless otherwise expressly set out in the Agreement, will be your sole and exclusive remedy for:

 (i) Tencent's failure to meet the applicable Service Level; and

 (ii) any unavailability of, loss of performance or functionality of, or other failure by Tencent to provide the relevant Services (or any part of Tencent Cloud); and

(c) will not entitle you to any other refund or payment from Tencent or to unilaterally withhold payment of any Fees or other amounts owing to Tencent.

2.5 The Compensation provided to you (pursuant to the relevant Service specific Service Level Agreement and pursuant to all applicable Service Levels) for any particular Service in any given calendar month will not, under any circumstance, exceed the Fees paid and payable by you for that particular Service in that calendar month.

3. COMPENSATION CLAIMS

Unless otherwise stated in the relevant Service specific Service Level Agreement:

3.1 To receive Compensation for an Incident, you must submit a claim to Tencent (a "Compensation Claim"). A Compensation Claim can be submitted via your Account (the "Compensation Claim Form").

3.2 To be eligible for Compensation, you must submit a Compensation Claim to Tencent within 60 days of the Incident's commencement date, with all information requested on the Compensation Claim Form being completed by you to Tencent's satisfaction (acting reasonably). Failure by you to provide all necessary information in respect of a Compensation Claim within 60 days of the Incident's commencement date will disqualify you from receiving Compensation.

3.3 Tencent will evaluate each Compensation Claim using information reasonable available to it, and (acting reasonably and in good faith) determine whether Compensation is owed to you for that Compensation Claim. Tencent will use reasonable efforts to complete such evaluation within 60 days of Tencent's receipt of a properly completed Compensation Claim.

3.4 If Tencent determines that Compensation is owed to you for a Compensation Claim, Tencent will apply the Compensation as a deduction to the Fees payable by you in the next Billing Cycle after such determination.

3.5 If more than one Service Level is not met because of an Incident, you may choose only one Service Level under which to make a claim based on that Incident. If you fail to make such a choice, Tencent may in its discretion choose which Service Level default forms the basis for any Compensation.

3.6 Tencent's determination in relation to all Compensation Claims is final and binding.

4. EXCLUSIONS

4.1 Under no circumstances will this SLA, Service Levels or Compensation apply to, and under no circumstances will Tencent be liable for, any performance or availability issues relating to the Services that are due to any one or more of the following (collectively, the "Exclusions"):

(a) factors outside of Tencent's reasonable control – for example, due to:

 (i) any event of force majeure (as defined in the Agreement);

 (ii) any equipment, telecommunications or network failure external to Tencent Cloud's data centres, including at your site(s) or in relation to your connections from its site to Tencent Cloud's data centres;

 (iii) any security breaches of Tencent Cloud by third parties, provided that Tencent has implemented and followed appropriate security practices;

 (iv) substantial increase in user traffic that Tencent had no prior notice of and/or had no reasonable control over; or

 (v) any content delivery failure due to non-compliance with local network regulations and/or licensing;

(b) any network, services, hardware or software not provided by Tencent, including:

 (i) any third-party hosting or cloud service; or

 (ii) any third-party DNS or traffic management service;

(c) your non-compliance with the Agreement or any instructions concerning the use of the Services after being notified of it by Tencent from time to time – including:

 (i) any failure to comply with the Agreement, including the Data Processing and Security Agreement, Privacy Policy, Acceptable Use Policy or Copyright Policy; or

 (ii) using the Services in a manner inconsistent with its features and functions – for example, performing operations on, configuring or inputting instructions that are not supported by the Services;

(d) your use of a beta or test version of the Services;

(e) your failure to implement and follow appropriate security practices, including by protecting any of your Account login details;

(f) any suspension or termination by Tencent of your use of or access to your Account or the Services in accordance with the Agreement;

(g) planned or unplanned maintenance to the Services; or

(h) any other exclusions for specific Service Levels as set out in the relevant Service specific Service Level Agreement(s).