SaaS Terms of Services
Elico SaaS Platform General Terms of Sale (GTS) as at August the 1st, 2015
This agreement is between:
- Elico Corp, a company incorporated under Chinese law, with its registered office at:
Room 1603, No83 Anshun Road, Changning District, Shanghai, 200052, China (hereinafter referred to by its online offer named “Elico SaaS Platform”).
- and any natural person or legal entity, private or professional, under private or public law, intending to enter into an agreement for the provision of the Service rendered by the company
Elico Corp (hereinafter the “Client”).
These General Terms of Sale apply to all orders received by Elico SaaS Platform irrespective whether issued by professionals, merchants, companies or private individuals.
The information on the www.elico-corp.com/saas website is provided solely for indicative purposes and Elico Corp may change it at any time without prior notice. The Client’s acceptance of these General Terms of Sale and the formation of the contract are materialized by the Client’s electronic signature when executed by clicking on the “Create my account now” button. Such an electronic signature shall have the same value as a handwritten signature with respect to the parties.
Article I. Definitions
Article II. Execution, rates, payment
Section 2.01 – Services offered by Elico SaaS Platform
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.
Section 2.02 - Access to Services
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) Creation of Client Account
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) Order confirmation
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) Order execution
The Service will be made available to the Client after Elico SaaS Platform has activated the Client Account.
(d) Access to Services, Identifiers
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) Management of Additional Identifiers
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.
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.
Section 2.03 – Rates, Billing
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:
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:
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.
Article III. Period, Renewal, Termination of Contract
Section 3.01 – Period and Renewal
The Contract takes effect on the day that the Client confirm a order of a SaaS service on the website www.elico-corp.com/saas.
The Contract will be tacitly renewed by the payment of the previous bill.
Section 3.02 – Contract Termination by the Client
The Client may choose to cancel the Contract at any time subject to one month’s prior notice before its end date and/or renewal date.
The Client can cancel the contract in either of two ways:
The Client’s termination may take effect in the current contractual period. The Client must pay all amounts due to the Company as at the effective termination date.
If a payment made by the Client for an amount due is rejected, Elico SaaS Platform may consider the Client to have terminated the contract as at the payment due date.
Elico SaaS Platform agrees to safeguard the data of the Client whose contract has been terminated for a period of 2 years after the effective termination date, after which Elico SaaS Platform can destroy the data without incurring any claim for damages from, or being liable for compensation to, the Client.
Any sums due for services related to usage of Elico SaaS Platform Products and Services will remain due and must be paid by the Client within 7 days following the Contract termination date.
Section 3.03 – Contract Termination for Other Reasons
Elico SaaS Platform reserves the right to unilaterally terminate the Contract at any time if the Client does not comply with its contractual or legal obligations.
The Client will be informed thereof by registered letter incorporating a receipt acknowledgment and will have access to the Service for a maximum of 15 days from the date it receives the registered letter. Elico SaaS Platform will store the Client’s data for 15 days after which Elico SaaS Platform may destroy the data, for which the Client may not claim any damages or compensation.
Article IV. Elico SaaS Platform Warranties, Obligations and Liabilities
Section 4.01 – Elico SaaS Platform Warranties
Elico SaaS Platform does not guarantee the performance of the Services that it offers.
The Elico SaaS Platform Software made available to the Client is considered “basic”, which means that it has not been specifically adapted to any particular purpose. The standard versions of this Software meet a certain number of requirements but may not cover all the specific needs of any particular Client. The Client is therefore responsible for verifying that the access services to the software that Elico SaaS Platform offers meets their actual needs and is responsible for ensuring all necessary precautions.
In no respect does the information provided by Elico SaaS Platform constitute a recommendation.
Elico SaaS Platform does not guarantee that the Service will be free of anomalies or errors, or that any anomalies or errors will be corrected, or that the Service will operate without interruption or breakdown, or that it is compatible with any particular hardware or configuration other than that expressly stated by Elico SaaS Platform.
Section 4.02 – Elico SaaS Platform Obligations
(a) Access to Services
The Client acknowledges that Elico SaaS Platform delivers services grounded in complex information technology and that therefore Elico SaaS Platform’s contractual commitment is on a best-endeavors basis. Under this commitment, Elico SaaS Platform agrees to take all possible steps to provide a quality service in accordance with best industry practice and the state of the art. Elico SaaS Platform will strive to provide 24/7 access every day of the year except in the case of force majeure as defined in the “Force Majeure” section below, in the event of breakdown, hoster failure, or maintenance necessary for the proper operation of Services and equipment.
Elico SaaS Platform will take all possible steps to provide sufficient quality access to track changes in Client Service traffic. If traffic increases too rapidly, Elico SaaS Platform may be subject to delivery delays necessary for installing equipment or Internet lines or writing new Software.
The Client acknowledges that the Software used on the server platform is grounded in a particularly complex field of information technology and that with the current state of knowledge it cannot be definitively tested nor proven by experience to cover all usage possibilities. The Client therefore accepts the risk that the server platform may be imperfect or unavailable without such imperfection or unavailability implying tolerance on the part of Elico SaaS Platform.
(b) Service Interruption
Service will be interrupted for software updates (for example, installation of new software, installation of a new version of software including important changes to the database, etc) no more than twice a month.
If absolutely necessary, Elico SaaS Platform reserves the right to interrupt service to carry out technical maintenance or improvement to ensure the proper operation of its Services irrespective of the time and duration of the intervention.
Service interruptions do not give Clients the right to claim for damages.
Elico SaaS Platform undertakes to take all reasonable precautions to ensure the material protection of data. However, Elico SaaS Platform will not be liable for any loss of Client data.
Section 4.03 – Elico SaaS Platform Liability
Under no circumstances will Elico SaaS Platform be held directly or indirectly liable for any harm caused to the Client or to a third party due to:
Elico SaaS Platform will therefore not be liable for direct or indirect, tangible or intangible harm caused by the use of a Service. The Client is free to subscribe to insurance covering this type of risk.
Elico SaaS Platform Clients and Users release Elico SaaS Platform, its sub-contractors and partners from all liability.
In the event that Elico SaaS Platform were to be held liable, any compensation may not exceed the amount of services billed for the offending Product or Service.
The Client declares that it is fully aware of the risks and usage limits of the Internet.
Elico SaaS Platform may not held liable for any of the following:
Article V. Client Obligations
The Client hereby confirms that it has the necessary power, authority and ability to agree and execute the obligations in this contract.
The Client agrees to communicate to Elico SaaS Platform, at registration and at any change of registration, accurate and updated personal or corporate and bank details.
The Client is fully and solely responsible for the Identifiers necessary to use the Elico SaaS Platform Services to which it subscribes. Elico SaaS Platform will not be held liable for any illegal or fraudulent use of Identifiers made available to the Client.
Identifiers and their disclosure are considered to be confidential. The Client, to the exclusion of Elico SaaS Platform, is solely responsible for any suspected disclosure of a password whether intentional or not.
The Client agrees to inform Elico SaaS Platform within 48 hours of any change concerning its situation and within 24 hours of any loss of password.
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.
Article VI. Force Majeure
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.
Article VII. General Provisions
Section 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.
Section 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.
Section 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:
Section 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.
Article VIII. Applicable Law and Jurisdiction
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.