条款一. 定义

• 客户管理员: 有能力在上海寰享SaaS平台上进行管理的人
• 客户: 无论是在免费的或付费的基础上，注册使用平台的任何自然人或法人。
• 上海寰享SaaS平台软件依据GTS.
• 合同: 从整体考虑, 客户在elico-corp.com/saas 网站上注册以便使用上海寰享 SaaS平台上依据 GTS 的软件和在线帮助服务。
• 主机托管服务提供商：指与上海寰享SaaS平台签订分包合同的公司，主要托管上海寰享SaaS平台软件和客户数据。
• 标识符: 对应每个用户连接到上海寰享SaaS平台时必须的“用户ID”和 “密码”的数据收集。
• 注册: 由客户进行的动作, 包括以免费或付费使用上海寰享SaaS平台上的一项或多项软件服务为目的而提交的细节。
• 注册被认为是等同于一个服务订单。
• 上海寰享SaaS平台软件:所有由上海寰享SaaS平台提供的软件服务和软件包，客户可通过互联网技术使用。
• 密码: The collection of characters and numbers that is associated to the User ID which is necessary for the Client’s connection to the Elico SaaS Platform Services platform.
• 产品和/或服务: Any product or service offered to the Client on the website www.elico-corp.com/saas
• 浏览器: Software used to navigate IT networks and their databases and in particular the Internet.
• 用户: Designation, by name, of a physical person using Elico SaaS Platform Software via an Identifier.

条款二. 执行, 利率, 支付

2.01 – 上海寰享 SaaS 平台提供的服务

Elico SaaS Platform makes available to its Clients, on a free or paying basis, access to various Software delivered over the Internet and accessible via a web browser.

Elico SaaS Platform Services offer its Clients the feature of paying only for the number of active users connecting created into their instance(s).

In addition to making Software available, Elico SaaS Platform Services also make disk space available for each Client to store and access its data. The size of this disk space is explicitly 2 Go Maximum. If the storage capacity as specified by Elico SaaS Platform is exceeded, the Client will be billed in accordance with the GTS in force and with the rates published on the Elico SaaS Platform website on the day that the excess is reported. The Software may be modified by improvements or updates without prior notice to Clients.

Elico SaaS Platform reserves the right to stop providing any particular Service. Clients will be warned thereof by all available means and will continue to have access to such service for the remaining period of the contract or will have at least two months’ prior notice before access to the Service is definitively suspended.

Under no circumstances may Elico SaaS Platform be used to replace a Client business function.

Recommendations provided by Elico SaaS Platform are solely for indicative purposes relating to Software usage and may not be construed as recommendations regarding the organization or management of the Client’s business activities.

2.02 - 对服务进行访问

Access to the Services provided by Elico SaaS Platform requires the Client to register on the website www.elico-corp.com/saas and to accept these General Terms of Sale.

(a) 创建客户账户

For any Service order to Elico SaaS Platform, the Client must create a Client Account including his details that must be accurate and kept up to date.

(b) 订单确认

Elico SaaS Platform will immediately confirm to the Client by email that it has received the order and that the Service has been implemented under the terms described below.

(c) 订单执行

The Service will be made available to the Client after Elico SaaS Platform has activated the Client Account.

(d) 对服务的访问, 标识符

Once activated, the Services are accessible via the links sent by email to the Client with unique identifiers from Elico SaaS Platform that allow him to connect to his instance(s). Elico SaaS Platform can at anytime audit the way the Client is connecting to the system. If an unreasonable usage is done of the Identifiers, meaning too many connections are done on a same Identifiers from multiple Users, Elico SaaS Platform can invoice those additional Users and/or suspend the account should the Client refuse to pay for the unreasonable usage of their instance(s).

The Client acknowledges that the techniques used by Elico SaaS Platform are grounded in a complex area of information technology. Elico SaaS Platform’s commitment is a best-endeavors obligation to limit as much as possible the duration and number of service interruptions for maintenance or upgrade.

It is therefore the Client’s responsibility to safeguard against such risks.

Elico SaaS Platform shall not be held liable for any consequential damages the Client may suffer due to unavailability of Services. Elico SaaS Platform reserves the right to disallow on its servers any files imported by the Client that may be judged technically incompatible with the servers or harmful to their performance.

(e) 附加标识管理

Upon registering and opening a Client Account, a single Identifier is created for the Client. However, the Client may, if he wishes, create additional Identifiers to provide access for more than one person to the Services made available to the Client including access to his data.

The Client Account Administrator can create and delete them at any time by connecting to his instance administration tool on address confirmed by email to him after registering.

Creating or deleting additional Identifiers does not change the registration data or the contractual period. An unlimited number of additional Identifiers can be created.

However, Service usage by all the Users created by the Client will be billed in accordance with the rates in force, as shown on Elico SaaS Platform’s website http://www.elico-corp.com/saas. The Client is responsible for ensuring that its Users are aware that they use the subscribed Services on a paying basis. Elico SaaS Platform’s technical platform records all the connection times of the various Users.

A summary of these connections may be requested from Elico SaaS Platform by email, or by registered letter to the following address: 

Elico SaaS Platform, Room 1603, No83, Anshun Road, Changning District, Shanghai, 200052, China.

When an Identifier is deleted, payment remains due for any time credits, disk space or other chargeable services used.

(f) Changes to subscription

When using Elico SaaS Platform Services, the Client has the right to change his subscription details on his Personal Space. Only the Client and the Client’s Elico SaaS Platform Account Administrator are authorized to change any Registration details.
Registration changes can also include subscriptions to other Services and/or termination of existing subscriptions.

Subscription changes can involve changing the amount of Services billed to the Client each month.

If a Client cancels all his subscriptions, Elico SaaS Platform shall consider this decision to be equivalent to a termination of the Contract. In such a case, all possible unpaid invoices remain due for payment.

2.03 – 价格, 结算

(a) 价格

The rates for the Products and Services provided by Elico SaaS Platform are shown in the “SaaS” page on Elico SaaS Platform’s website www.openerp.com and may be requested in writing from Elico SaaS Platform – Room 1603, No83, Anshun Road, Changning District, Shanghai, 200052, China..

Elico SaaS Platform reserves the right to make promotional offers that are valid for a period explicitly stated on its website and such promotional offers may not be construed as part of its rate structure.

Rates are expressed in Chinese Yuans or dollars and do not include taxes. The amount billed to a Client will therefore be increased by the taxes applicable as at the billing date.

Elico SaaS Platform reserves the right to change its rates at any time without prior notice.

Clients will be informed by email, and/or online, of changes to rates. New rates will take effect for new Clients at the time that they register, and for existing Clients when the new rates are put in place.

Elico SaaS Platform reserves the right to levy immediately any new tax or increase in existing tax rates.

The rates shown on Elico SaaS Platform’s website do not include the cost of Internet access or the cost of telephone lines, these being costs that the Client must bear separately. The Client is responsible for his own Internet connection. Elico SaaS Platform will not be held liable for the quality of the connection offered by the Internet Service Provider.

Standard services provided by Elico SaaS Platform are payable at the end of the month in which the service is used. The Client is solely responsible for paying all sums due under the Elico SaaS Platform Services contract. The parties expressly agree that, unless a specific request is made with sufficient notice to and agreed by Elico SaaS Platform in writing, the non-payment of all or part of any sum when due under this contract will automatically and without prior notice:

• require the immediate payment of all sums remaining due by the Client under the contract, irrespective of the agreed payment method;
• suspend all services in progress to the Client, of any type, without prejudice to Elico SaaS Platform’s right to terminate the contract;
• disqualify the Client from subscribing to new services or renewing existing ones;
• allow Elico SaaS Platform to delete the Client Account and all Client User data.

(b) 结算

Elico SaaS Platform will issue a bill based on the subscribed Services and usage. Throughout the period of the Contract, Elico SaaS Platform will issue, 7 days before the termination of contract, a monthly order form based on the Client’s and Client Users’ usage of Services.

Clients may pay bills by the following methods:

• By Paypal: Payable upon receipt of the order form on the secured payment platform processed by our partner Paypal accessible via the link sent over by email or via the control center of the Client account;
• By Alipay: Payable upon receipt of the order form on the secured payment platform processed by our partner Alipay accessible via the link sent over by email or via the control center of the Client account;
• By bank transfer: The Client make a bank transfer to the Elico SaaS Platform’ bank account for the unpaid bills, Elico SaaS Platform will deliver the service online after receving the transfer.

All bills (pro forma/order form or otherwise) issued by Elico SaaS Platform are payable within 14 days.

In the event of payment default, Elico SaaS Platform reserves the right to suspend the Client’s access to its Services until the full amount due is paid. In addition, Elico SaaS Platform reserves the right to terminate the Contract. The Client agrees to inform Elico SaaS Platform of any change to its postal or bank details or any information necessary for the proper execution of the Services offered by Elico SaaS Platform.

Any bill that remains unpaid after the due date is charged interest, automatically and without prior notice, at one-and-a-half times the prevailing legal interest rate.

Any disagreement by the Client concerning the bill or the nature of the Services must be explained in a registered letter incorporating a receipt acknowledgment within 15 days from the issue date of the bill (or pro forma bill). In the absence of such letter, the Client is deemed to have accepted the bill.

All Odoo bills (and pro forma/order form bills) are available to the Client online through his control center.

条款三. 周期, 续订, 合同终止

3.01 – 周期与更新

客户在网站www.elico-corp.com/saas确认SaaS服务订单的日期即合同生效日.

合同按照之前账单的付款自动更新.

3.02 – 客户终止合同

客户可以在任何时候，于合同最后日期或更新日期提前一个月通知的前提下取消合同。

客户可以由以下两种方式取消合同:

• 通过校验符链接到他的上海寰享 SaaS 平台账户管理，通过控制中心界面或专用的工具；
• 通过发送一封带有回执的挂号信到上海寰享负责SaaS平台登记的办公室进行取消。 

客户的终止日期可以在当前的合同期间生效。鉴于还在有效终止日期范围内，客户需支付所有相关未付款项。 

如果客户拒绝在规定期限内付款，上海寰享SaaS 平台将会在到期日认为客户已经终止合同。

上海寰享SaaS平台将在客户合同终止后两年时间内继续保留客户的数据，两年之后，上海寰享 SaaS平台对于客户数据的破坏将不承担任何的责任或者进行赔偿。

任何同上海寰享SaaS平台相关的产品和服务将会在合同到期日之后的７天内被保留，客户可以在７天内付款进行续约服务。

3.03 – 其他理由的合同终止

如果客户不履行合同或者违反相关法律，上海寰享 SaaS 平台有权随时单方面终止合同。

上海寰享将以带有回执的挂号信形式通知客户，客户在收到挂号信之后最多１５天内仍然可以享受服务。如果客户不再付款，上海寰享SaaS平台将在15天内保存客户数据，之后上海寰享对数据的破损不负有任何责任或者进行赔偿。 

条款四. 上海寰享 SaaS 平台质保，义务和责任

4.01 – 上海寰享SaaS平台质保

上海寰享SaaS 平台不保证他提供的服务的绩效。

上海寰享SaaS 平台提供给客户的软件服务都是‘基本的’，这意味着没有针对特定目的的特别调整。系统软件的标准版本能够满足客户一定范围内的需求，但不能覆盖任何特定用户的所有特殊需求。因此客户需要负责验证上海寰享SaaS平台提供的服务是否能满足他们的实际需求，并负责保证必要的预防措施。

山海寰享SaaS 平台提供的信息完全不构成建议。 

上海寰享SaaS 平台不保证所提供的服务没有异常或者错误，或对异常及错误进行纠正，也不能保证系统在操作过程中没有中断或者崩溃，或与除了上海寰享SaaS平台明确指定之外的其它硬件或配置的兼容。

4.02 – 上海寰享SaaS平台义务

(a) 对服务的访问

客户需承认上海寰享 SaaS平台提供的服务是基于复杂的信息技术基础上，因此上海寰享 SaaS 平台的合同承诺也是建立在供应商最大努力基础上。在这一承诺下，上海寰享  SaaS 平台将采取所有可能的措施来提供行业最佳实践和具有高质量的先进服务。　上海寰享 SaaS平台将力求提供全年每天 24小时可访问服务，除在‘不可抗力因素’条款中定义的以下不可抗力因素，系统崩溃，主机故障，或必要的设备维护和服务操作。

上海寰享 SaaS 平台将尽可能采取一切措施来提供高质量的客户访问服务以追踪客户服务流量的变化。如果流量增加过快，上海寰享 SaaS平台可能会由于安装新设备，网线或开发新的软件而延迟交付。

客户需了解服务器平台上的软件是建立在特别复杂的信息技术基础上的，鉴于当前客户对使用系统的知识有限，客户不能进行完整的测试或者通过经验验证所有可能的使用。因此客户应接受服务器平台的不完善或不可用带来的风险，意味着能够容忍上海寰享SaaS平台的部分不完善或功能不可用。

(b) 服务中断

由于软件更新（如：安装新的软件，安装新的版本包括对数据库的重大更改等）而引起的服务中断，每月最多不会超过两次。

如果绝对必要, 上海寰享SaaS平台有权不限制次数或持续中断服务，来进行技术维护或进行用以保证服务正常运行的系统改善。

客户不具有因服务中断造成损坏而投诉的权利。

(c)备份

上海寰享SaaS平台承诺采取一切合理的预防措施来保证数据安全。但是，上海寰享 SaaS 平台不对客户数据的损失承担责任。

4.03 – Elico SaaS Platform Liability

在以下情况，上海寰享 SaaS平台将不会对直接或间接对客户或第三方造成的损失承担责任：

• 通过互联网访问使用数据
• 无论何种原因使用上海寰享 SaaS 平台的服务
• 客户对服务使用不当造成的故障
• 延迟造成的服务不可用或故障

上海寰享SaaS 平台将不对任何由于直接或间接的，因服务的使用造成的有形或无形的的损失承担责任。客户可以免费订阅覆盖这种风险的保险。

上海寰享SaaS 平台的客户和用户发布平台，它的分包商及合作伙伴的全部法律责任。

如果上海寰享SaaS平台被追究法律责任, 赔偿数额不能超过客户购买服务或产品的数量。

客户需要声明完全了解互联网的风险和使用限制。

上海寰享SaaS 平台将不会为以下承担责任:

• 客户数据或软件中病毒, 客户需要自行保护数据或软件不受病毒侵害。
• 尽管上海寰享SaaS平台已投入合理的安全措施，但第三方恶意入侵到客户订阅的服务。
• 欺诈性地使用密码，保密代码或任何可能影响客户的机密信息。

条款五.客户义务

在此客户需确认自己在合同中同意和执行相关条款的权利，授权和资格。

客户在注册、更改注册信息，以及对个人或企业或银行明细进行修正和更新的时候，需要同上海寰享SaaS平台进行沟通。

客户需要对订阅使用上海寰享SaaS平台服务的必要标识负完全的责任。如果客户非法使用或冒用标识，上海寰享 SaaS平台将不承担任何责任。

标识及它们的公开都被认为是机密的。客户对标识密码，不管是有意的还是无意的泄露，均承担责任。上海寰享 SaaS平台将不对此承担任何责任。

客户同意在有任何相关变化的48小时内，或在密码丢失的 24小时内通知上海寰享SaaS平台。

The Client is fully and solely responsible for the data that it transfers and interrogates in the Elico SaaS Platform Software and that is made available to all Administrators and authorized Client Users. The Client agrees to comply with all legal and regulatory provisions in force, in particular those relating to information technology, files, data privacy and intellectual property, as well as third party rights, and in particular to make all required declarations to data protection authorities. The Client is therefore solely liable for the use of the data that it distributes and which it consults via the website www.elico-corp.com/saas and its sub-domains.

The Client declares that it fully accepts all the legal obligations arising from ownership of its Services, and Elico SaaS Platform may not be involved in this respect for any reason whatsoever, in particular in the event of a violation of laws or regulations applicable to the Client’s services.

Non-compliance by the Client of the points cited above and the points cited in the special terms and in particular any activity that may incur civil and/or criminal liability will give Odoo Online the right to immediately and without prior notice suspend its Services to the Client and automatically and immediately terminate the Contract, without prejudice to the right to any damages and interests that Elico SaaS Platform may pursue.

The Client must use Elico SaaS Platform Software in accordance with the specifications in the online help for the Software, and in this GTS.

The Client acknowledges that it has verified that the Service is adequate for its needs and that it has received all necessary information and advice from Elico SaaS Platform to subscribe to this Contract under all circumstances. Moreover, the Client acknowledges that it has been fully informed by Elico SaaS Platform of the extent of its contractual obligations under the terms of this Contract.

The Client acts as an independent entity and consequently assumes all risks arising from its activity. The Client is solely responsible for the Services subscribed, the content of the information and files transmitted, distributed or collected, their use and update.

Any claim and/or dispute by the Client against Elico SaaS Platform must be submitted by the Client no later than 48 hours after the originating event, failing which it will lapse.

The Client expressly agrees not to transfer, on either a free or paying basis, any or all of the rights and obligations it holds under this Contract.

条款六. 不可抗力

For purposes of this GTS, force majeure is defined as an unforeseen and/or inevitable event beyond the control of Elico SaaS Platform such as, for example, a hoster failure.

If force majeure prevents, restricts or disrupts the execution of the Contract, or any Odoo Online obligation under the Contract or this GTS, Elico SaaS Platform will be released from executing the contractual obligations concerned.

In such a case, Elico SaaS Platform may request that this Contract be cancelled, with no obligation to pay any damages and with the right to all sums due as at the date of the termination request.

Under all circumstances, the defaulting party suffering the force majeure must keep the other party informed of the likelihood of such force majeure ending or recurring, and the obligations arising under this Contract will be suspended for the period of the force majeure.

条款七. 一般规定

7.01 – Severability

This Contract supersedes all other previous offers and agreements concerning the same subject.

The nullity of one of the clauses of the Contract due to a law, regulation or ruling of a competent

court in a dispute will not nullify the remaining clauses of the Contract, which will continue with full force and effect on both parties.

No provision of this Contract shall be deemed to have been set aside, enhanced or amended by either party unless such change has been issued beforehand in writing and signed by the authorized employees or agents of the parties as an addendum to this Contract expressly citing the decision to set aside, enhance or amend the application of said contractual clause.

Elico SaaS Platform’s failure to invoke a particular clause of this Contract at any given time, and/or the Client’s failure to execute a particular contractual obligation, cannot be interpreted as a waiver by Elico SaaS Platform of its right to invoke any contractual clause or obligation. Notifications and communications in execution of this Contract must be sent to the parties’ respective registered offices.

Consequently, no special terms may supersede these General Terms of Sale unless formally agreed in writing by Elico SaaS Platform. Any contrary provision invoked by the Client shall not apply to Odoo Online unless Elico SaaS Platform has expressly agreed thereto, irrespective when it was brought to the latter’s attention.

7.02 – Headings

The sole purpose of the headings of the clauses of the contractual Terms is to facilitate referencing and they do not themselves have contractual value or any particular significance.

7.03 – Communications

For all email exchanges of information between the Client and Elico SaaS Platform, the date and time of the Elico SaaS Platform server will be definitive. Such information will be stored by Elico SaaS Platform for the entire period of the contractual relationship with the Client.

All notifications and communications pursuant to the General Terms shall be considered duly delivered if sent by registered letter incorporating a receipt acknowledgment, to:

• For Elico Corp: Room 1603, No83 Anshun Road, Changning District , Shanghai, 200052, China
• For the Client: The postal address and/or email address provided to Elico SaaS Platform

7.04 – Advertising and Promotion

Elico SaaS Platform may refer to the services provided to the Client and its commercial documents for advertising purposes, shows, conferences and specialized publications in professional circles.

条款八. 适用法律权限

Section 8.01 – Applicable Law

This contract is governed by Chinese law in both form and substance, excluding Chinese rules of conflict of laws and any provisions of Chinese law that may run contrary to this Contract.

Section 8.02 – Data Protection

Clients and prospective Clients who have sent personal data to Elico SaaS Platform have the right to access, correct, amend and delete the information relating to them.

All Clients and prospective Clients can exercise this right by writing to Elico SaaS Platform’s registered office: Elico Corp, Room 1603, No83 Anshun Road, Changning District , Shanghai, 200052, China.

Section 8.03 – Jurisdiction

In the event of a dispute with a Client who is not considered to be a consumer within the meaning of the Chinese Consumer Code, jurisdiction is expressly assigned to Shanghai No.1 Intermediate People’s Court (China), notwithstanding a plurality of plaintiffs or introduction of third parties, including urgent or preventive measures, by application for summary proceedings or by repetition.