Huawei Cloud Solution Partner Cooperation Agreement-HUAWEI CLOUD

Huawei Cloud Solution Partner Cooperation Agreement

This Huawei Cloud Solution Partner Cooperation Agreement (hereinafter “Agreement”) is made by and between Huawei Cloud Contracting Party as defined in Section 15.3 of this Agreement (hereinafter “Huawei Cloud”, “we”, “us”, or “our”), and you or the company you represent (hereinafter “Solution Partner”, “you” or “your”) regarding the reselling by you of Huawei Cloud services (“the Services”). If you enter into this Agreement on behalf of an entity, you represent and warrant that you have the requisite power and authority to do so and to bind the entity to the terms and conditions of this Agreement. This Agreement takes effect as of the date you accept this Agreement and will be binding on you from said date (“Effective Date”).

You and Huawei Cloud are each referred to as a “Party” and collectively as “Parties” hereunder.

1. Solution Partner Rights

1.1 Resale Rights. Subject to the terms and conditions of this Agreement, Huawei Cloud authorizes Solution Partner a non-exclusive, non-sublicensable, non-transferable right to resell the Services or combine the Services to its own solution and resell a solution package(s) to End Users in the authorized sales territory (as defined in clause 1.4).

1.2 Use of Services. Solution Partner’s access and use of Services will be governed by the terms and conditions of the Huawei Cloud Customer Agreement, which is available at https://www.huaweicloud.com/intl/en-us/declaration/sa_cua.html (“Customer Agreement”).

1.3 Solution Partner Account. The account that you created for participating in the Huawei Cloud Partner Network will be the account to access and use the Services (“Solution Partner Account”). You may allow the End Users to connect to your Solution Partner Account in accordance with the Terms of Service for Huawei Cloud Solution Partners, which is available athttps://www.huaweicloud.com/intl/en-us/declaration/hcpn_ts.html .

1.4 Authorized Sales Territory. The Authorized Sales Territory is worldwide. In an emergency situation, we may remove a country, region or territory from the Authorized Sales Territory by giving you written notice, and you shall cease offering or selling the Services to the End User in the mentioned country, region or territory upon receiving such notice. For the purpose of this Agreement, emergency situations will be, including but not limited to, situations: (a) that will bring security threat to Huawei Cloud, Solution Partner or End User in that region, country or territory; (b) that will or may lead to non-compliance in the applicable law or request from the government authorities to Huawei Cloud, Solution Partner or End User; (c) Huawei cloud deems to be an emergency situation.

1.5 Direct Resale. This Agreement merely authorizes you to resell directly to End Users. Additional terms shall be agreed by the Parties if you intend to sell the Services through an additional tier or additional multiple tiers of distributor or reseller.

1.6 Support. If Solution Provider does not have the capacity to serve the End User, you can choose to purchase the Partner Support Plans, which are available at https://www.huaweicloud.com/intl/en-us/service/partnersupport.html.

2. Solution Partner Obligations

2.1 General. You must not cause or permit others to:

a. Distribute or resell the Services in any manner except as expressly provided in this Agreement;

b. Remove or modify any program markings or any notice of Huawei’s or its licensors’ proprietary rights;

c. Modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, distribute, republish or download any part of the Services (the foregoing prohibitions include but are not limited to review of data structures or similar materials produced by programs) or access or use the Services in order to build or support, and/or assist a third party in building or supporting products or services competitive with Huawei Cloud;

d. Perform or disclose the results of any benchmark or penetration tests of the Services;

e. Perform or disclose any of the following security testing of the Services or associated infrastructure: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing;

f. Make any representations, warranties and other statements on Huawei Cloud’s behalf or that are likely to be construed by a reasonable End User as being made on behalf of Huawei Cloud, except as expressly directed in writing by Huawei Cloud;

g. Engage in any conduct that may be detrimental to Huawei Cloud or to the Services; and

h. Enter into any agreement which requires Huawei Cloud to take any actions that are in conflict with the terms of this Agreement.

2.2 End User Agreement. Solution Partner shall enter into an agreement with the End User for End User’s use of and access to the Services. Solution Partner shall make sure the terms and conditions of that agreement are in line with and consistent with the terms and conditions of this Agreement and in addition, Solution Partner shall have the End User sign the Huawei Cloud End User License Agreement which is available at https://www.huaweicloud.com/intl/en-us/declaration/hcpn_eula.html.

2.3 End User Information. On a monthly basis, Solution Partner shall provide the following information related to End Users to Huawei Cloud: (a) the contact information of the End User, which includes the End User’s name, telephone number, email address and office address, and (b) End User’s account ID related to the Services. The information may be used for Huawei Cloud to enforce the Huawei Cloud End User License Agreement in the event the End User breaches the terms and conditions therein, to monitor the account or to make sure a smooth transition (if any).

3. Pricing, Taxes and Payment

3.1 Pricing. The pricing for each program is available at https://www.huaweicloud.com/intl/en-us/pricing.html.

3.2 Taxes. Each Party is responsible, as required under applicable laws and regulations, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that Party upon or with respect to the transactions and payments contemplated under this Agreement. If any other taxes (including but not limited to cross-border tax withholding) are required by law to be levied on any payment, you shall make extra payments to ensure that we would have received payment equal to the amount no taxes had been required. In such circumstances, you will use reasonable efforts to minimize any such taxes to be withheld to the extent legally allowed (including to the extent allowed by the operation of any applicable double taxation agreements or treaties) including the filing of any documents with any relevant taxation authority. You agree to provide us with evidence(s) upon request that any such withholding tax has been timely and properly remitted to the relevant tax authorities.

3.3 Payment. The Services fees will be paid by Solution Partner in accordance with the payment terms set forth in the Customer Agreement. We will issue tax invoices to Solution Partners after monthly bill generated. Solution Partner could apply for the incentive after corresponding Huawei Cloud Service is resold successfully and service fees are paid to Huawei Cloud. Huawei Cloud will convert the applicable service fees into the local currency (if any) at the exchange rate of the end of that month in which the incentives are generated.

4. Records

Solution Partner shall maintain accurate and complete books and records in terms of the operation of this Agreement. Huawei Cloud or its agent shall have the right to inspect such books and records to verify Solution Partner’s compliance with this Agreement. Such right to inspect is subject to Huawei Cloud giving seventy-two (72) hours prior written notice to Solution Partner and is conducted during Solution Partner’s normal business hours and in such manner as not to interfere with normal business activities.

5. Intellectual Property

5.1 Intellectual Property Rights. We and our licensors retain all ownership and intellectual property rights in and to the Services, and anything developed or delivered by or on behalf of us under this Agreement. This Agreement shall not grant any other rights to you, other than those rights specifically described in this Agreement.

5.2 Huawei Cloud Marks. Solution Partner acknowledges that Huawei Cloud’s trademarks, tradenames, trade dress, designs, slogans and logos utilized worldwide in connection with Huawei Cloud (“Huawei Cloud Marks”) are the property of Huawei Cloud and/or its Affiliates. Subject to the terms and conditions of this Agreement, Huawei Cloud grants Solution Partner a limited, personal, non-exclusive, non-transferable, non-sub-licensable, revocable, royalty free license to use and reproduce the Huawei Cloud Marks solely in connection with the performance of Solution Partner’s obligations under this Agreement or as Huawei Cloud may expressly authorize in writing from time to time.

5.3 Solution Partner Marks. Huawei Cloud acknowledges that Solution Partner’s trademarks, trade names, trade dress, designs, slogans and logos utilized worldwide in connection with Solution Partner’s product or service (“Partner Marks”) are the property of Solution Partner and/or its Affiliates. Subject to the terms and conditions of this Agreement, Solution Partner grants Huawei Cloud a limited, personal, non-exclusive, non-transferable, non-sub-licensable, revocable, royalty free license to use and reproduce the Partner Marks solely in connection with the performance of Huawei Cloud’s obligations under this Agreement or as Partner may expressly authorize in writing from time to time.

5.4 Comply with Trademark Guidelines. Each Party will comply with all marks rules, branding guidelines and other rules and procedures in its use and reproduction of the other Party’s Marks. Any violation of this Section shall constitute infringement of the other Party’s rights and a material breach of this Agreement. Huawei Cloud Trademark Guidelines are available athttps://www.huaweicloud.com/intl/en-us/declaration/hcpn_tg.html .

5.5 Advertising. In the event that the Solution Partner intends to advertise to promote the Services, Solution Partner shall ensure that all the materials comply with the Huawei Advertising Guidelines, which is available at https://www.huaweicloud.com/intl/en-us/declaration/hcpn_ads.html , this Agreement, and Service Terms, which is available at https://www.huaweicloud.com/intl/en-us/. Solution Partner shall submit the materials to Huawei Cloud for review prior to the publication of the advertisement.

6. Non-disclosure

6.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), in the course of their dealings relating to this Agreement whether before or after the date of this Agreement, in any medium or format (including written, oral, visual or electronic), whether or not marked or described as "confidential", or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure，which relates to the Disclosing Party (or any of its Affiliates), or to the employees, officers, customers or suppliers of the Disclosing Party (or any of its Affiliates) . Confidential Information shall not include information that: (a) is or becomes generally known to the public through no act or omission of the other Party; (b) was in the other Party’s lawful possession prior to the disclosure without breach of confidentiality obligations owed to the Disclosing Party; (c) is lawfully disclosed to the other Party free of any obligation of confidence by a third party which itself was not under any obligation of confidence in relation to that information; or (d) is independently developed by the other Party.

6.2 Protection of Confidential Information. Each Party agrees to keep the other Party’s Confidential Information in confidence during the term of this Agreement and for a period of five years thereafter. Each Party agrees to take appropriate measures to protect the other Party’s Confidential Information but in no event be less than the degree of care that it uses to protect its own confidential information.

6.3 Permitted Disclosure. The Receiving Party may only disclose the Confidential Information to its employees, agents or subcontractors who have a need to know and who are subject to confidentiality obligation no less than the degree of protection as required herein. Each Party may only use the other Party’s Confidential Information for the purpose of performing this Agreement, unless otherwise authorized by the other Party. Notwithstanding anything to the contrary, each Party may disclose the other Party’s Confidential Information in a legal proceeding or to a governmental entity, regulator or law enforcement agency only to the extent as required by the applicable laws and regulations.

7. Indemnification

7.1 Indemnification by us. If a third party makes a claim against you that the Services infringe its intellectually property rights, we will, at our cost, defend you against the claim and indemnify you for the damages, costs and expenses finally awarded against you by a court of competent jurisdiction or agreed to in a written settlement agreement signed by us, provided that you (a) promptly notify us in written of such claim; (b) give us sole control of the defense and settlement negotiation of the claim; and (c) provide us with all reasonable information, authority and assistance necessary for us to defend against or settle the claim. We may at our sole and absolute discretion (a) modify the Services to be non-infringing while substantially preserving its functionality; and/or (b) obtain a license to allow for continued use; and/or (c) terminate the provision of the Services and refund the fees prepaid for unused Services upon prior written notice. We will not indemnify you if (a) the claim is caused by the use or combination of the Services or any part thereof with software, hardware and/or content not provided by us; (b) the claim arises from Your Content, third-party content, or your breach of this Agreement; (c) you alter the Services or use it outside the scope of use or the terms of this Agreement; and/or (d) you fail to use the updated version of the Services, or fail to implement the recommendations from us, if the infringement claim could have been avoided by using an unaltered current version or implementing the recommendations we provided.

7.2 Indemnification by you. If a third party makes a claim against us based on the fact that (a) our use of Your Content, in accordance with this Agreement or the combination of Your Content with our Services infringes its intellectually property rights, or (b) Your use of the Services in an unlawful manner or in violation of this Agreement, you shall, at your cost, defend us against the claim and indemnify us for all the damages, costs and expenses finally awarded against us by a court of competent jurisdiction or agreed to in a written settlement agreement signed by you, provided that we (a) promptly notify you in written of such claim; (b) give you sole control of the defense and settlement negotiation of the claim; and (c) provide you with all reasonable information, authority and assistance we need to defend against or settle the claim. You will not indemnify us if such claim is caused by our breach of this Agreement.

7.3 Exclusive Remedy. This Indemnification section provides the Parties’ exclusive remedy for any infringement claims.

8. Limitation of Liability

8.1 LIMITATION OF LIABILITIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY , OUR MAXIMUM AGGREGATE LIABILITY IN RESPECT OF ANY LOSS, DAMAGE, FINES, LIABILITY, CHARGE, PROCEEDING, EXPENSE, OUTGOING OR COST OF ANY NATURE OR KIND INCURRED BY US OR ANY OF OUR AFFILIATES ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, MISREPRESENTATION (WHETHER TORTIOUS OR STATUTORY), TORT (INCLUDING NEGLIGENCE) AND BREACH OF STATUTORY DUTY OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER FOR THE SERVICES THAT GIVE RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

8.2 EXCLUSION OF LIABILITIES. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGE, OR ANY LOSS OF REVENUES, PROFITS, OPPORTUNITIES, CUSTOMERS, DAMAGE TO GOODWILL, REPUTATION, DATA OR DATA USE, ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF OR WAS AWARE OF THE POSSIBILITY THAT SUCH DAMAGE OR LOSS MIGHT BE INCURRED BY THE OTHER PARTY.

9. Term, Termination and Transition

9.1 Term. The term of this Agreement shall commence on the Effective Date and be expired1 year thereafter (“Term”). The Term of this Agreement shall extend automatically for consecutive 1 year periods, unless terminated in writing by either Party.

9.2 Termination

a. Either Party may terminate this Agreement with a 90 days prior written notice.

b. Either Party may terminate this Agreement if the other Party:

i. fails to perform or observe any of its material obligations hereunder and such failure is not remedied within 30 days after written notice thereof is given to the defaulting Party.

ii. files a petition of bankruptcy or insolvency, or makes a general assignment for the benefit of creditors, or any involuntary bankruptcy, receivership or similar proceeding is filed against such Party that is not dismissed within 60 days of commencement.

9.3 Transition

a. At least 30 days prior to the termination, the Parties will discuss and develop a transition plan to facilitate a smooth transition and migration of End Users from you to us or another Huawei Cloud partner.

b. You shall: (a)immediately provide us with the name and contact information (email address and telephone number) of each End User in order to allow us to contact End Users to help ensure the transition and (b) provide affected End Users advance notice of termination of this Agreement.

10. Force Majeure

Neither Party shall be liable for any delay for failure to perform this Agreement caused by acts, events, omissions or accidents beyond its reasonable control, including but not limited to acts of God (including earthquake, storms or other natural disaster), act of terrorism, war or warlike operations, civil unrest or riot, electrical, internet or telecommunication outage, blockages, embargoes, fire, flood, explosion or malicious damage, or failure of plant or equipment, or change of any law, governmental order, rule, regulation, direction or industry standard. Both Parties will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 60 days, either Party may cancel unperformed Services and the affected orders with written notice. This section does not excuse your payment obligations hereunder if any.

11. Governing Law and Jurisdiction

11.1 This Agreement and any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including any dispute or claim relating to non-contractual obligations) will be governed by and construed in accordance with the Governing Law.

11.2 The Parties agree to submit any dispute arising out of or in connection with this Agreement to the exclusive jurisdiction of the Corresponding Court
(including any dispute or claim relating to non-contractual obligations).

12. Entire Agreement

This Agreement incorporates the documents and policies by reference (including reference to information contained in a URL or referenced policy), and is the entire agreement between you and us regarding resell or distribution of the Services. This Agreement supersedes all prior or contemporaneous representations, communications, understandings and agreements between you and us, whether in written or oral, regarding resell or distribution of the Services.

13. Modifications

We may modify this Agreement, its terms and conditions, including the documents, URLs and policies referenced herein at any time and at our sole and absolute discretion by posting a revised version on the Huawei Cloud website or by otherwise notifying you. Except otherwise indicated in the modified agreement, documents or policies, the modified terms will come into effect upon posting on the Huawei Cloud website. By continuing to access or use the Services after revisions become effective, you agree to be bound by the terms of the revised version.

14. Miscellaneous

14.1 Relationship. Each Party is an independent contractor. This Agreement does not create any partnership, joint venture, agency or employment relationship between the Parties.

14.2 Non-assignment. You will not assign or otherwise transfer all or part of this Agreement to any third party, including your Affiliates, without prior written consent from us. We may assign this Agreement without your consent to our Affiliates in connection with or as part of a corporate reorganization. We will notify you, by posting announcement on our website or through other means, prior to the effectiveness of such assignment. Upon the effectiveness of such assignment, this assignor is fully released from all and any of its obligations and duties to perform the Agreement and the assignee will be deemed substituted for us.

14.3 No Third Party Beneficiary. This Agreement is intended for the benefit of the Parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other persons.

14.4 Export. In connection with this Agreement, both Parties shall comply with the applicable export and sanction laws and regulations of United Nations, China, Unites States and other countries. You represent and warrant that you and/or your End Users are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the list maintained by the United Nations Security Council, the United States Government, the European Union or its Member States. You shall be solely responsible for compliance related to your subscription, access and use of the Services, including but not limited to Your Content you uploaded, processed, provided and/or made available to your End Users.

14.5 Notice. We may provide notice to you under this Agreement by posting a notice on the Huawei Cloud website, or by email or text. Notice we provide by posting on the Huawei Cloud website will be effective upon posting, by email will be effective upon sending out (no matter you receive or read it), by text upon sending out. You shall be responsible to keep your email address or phone number updated.

14.6 No Waivers. Failure to enforce any provision of this Agreement will not constitute a waiver of such provision or right in any way or form and will not limit the right to enforce such provision at a later time. All waivers shall be explicitly made and in writing to be effective.

14.7 Severability. If any term of this Agreement is found to be invalid and unenforceable, the remaining terms of this Agreement will remain effective, and the invalid or unenforceable term will be replaced with another term consistent with the purpose and intent of this Agreement.

14.8 Further Assurance. Each party must at its own cost and expense execute, or use all reasonable endeavors to ensure the execution of, whatever further documents or deeds the other party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of this Agreement.

14.9 Rights and Remedies. The rights, powers and remedies provided in this Agreement are (except as expressly provided) cumulative and not exclusive of any rights, powers and remedies provided by applicable laws or regulations or otherwise.

14.10 Cost. Each party must (except as expressly provided) bear its own costs and expenses in connection with the preparation, negotiation, and entering into of this Agreement.

15. Definition

15.1 “Affiliate” in relation to a Party means any person which directly or indirectly controls, is controlled by, or in under common control with that Party. For purposes of the foregoing, “control” shall mean the possession of power to direct or cause the direction of the management and policies of a person, whether through the ownership of equity or voting power, by contract or otherwise.

15.2 “End User” means an individual or entity that is developed by Solution Partner and enters into the contract with Solution Partner for the Services subject to the terms and conditions herein.

15.3 “Huawei Cloud Contracting Party”refers to the following (for purposes of clarity, the Huawei Contracting Party will be the Huawei entity associated with the country in which you are registered as per the below schedule):

The country in which you are registered	Huawei Contracting Party
South Africa	Huawei Technologies Africa (Pty) Ltd
Chile	Huawei (Chile) S.A.
Peru	Huawei del Peru SAC
India	Huawei Telecommunications (India) Company Private Limited
Brazil	Huawei do Brasil Telecomunicações Ltda
Mexico	Huawei Technologies De Mexico, S.A. De C.V.
Countries other than the above	Huawei Services (Hong Kong) Co., Limited

15.4 “Governing Law” and “Corresponding Court”refer to the following and is dependent on the Huawei Contracting Party as per 15.3 above.

Huawei Contracting Party	Governing Law	Corresponding Court
Huawei Technologies Africa (Pty) Ltd	Laws of the Republic of South Africa	The High Court of South Africa having jurisdiction
Huawei (Chile) S.A.	Laws of Chile	Santiago Courts of Justice
Huawei del Peru SAC	Laws of Peru	Lima Courts of Justice
Huawei Telecommunications (India) Company Private Limited	Laws of India	Arbitration center in New Delhi
Huawei do Brasil Telecomunicações Ltda	Laws of Brazil	Sao Paulo City Court
Huawei Technologies De Mexico, S.A. De C.V.	Laws of Mexico	Mexico City Court
Huawei Services (Hong Kong) Co., Limited	Laws of Hong Kong	Hong Kong Court

15.5 “Intellectual Property Rights” means (i) patents, inventions, designs, copyright and related rights, database rights, trademarks, service marks and trade names (whether registered or unregistered), and rights to apply for registration; (ii) proprietary rights in domain names; (iii) knowhow and confidential information; (iv) applications, extensions and renewals in relation to any of these rights; and (v) all other rights of a similar nature or having an equivalent effect which currently exist anywhere in the world.

15.6 “Your Content” means all data (including personal data), software, device, text, images, video, audio, photographs, third-party applications, information, materials, in any format, provided or made available by you and/or your End Users that is transferred to, stored in, processing on the Services. Our materials, data and information will not fall within the definition of Your Content.

16. Country Specific Terms

The following country-specific terms will replace the above equivalent terms in this Agreement.

Country where you are registered	Section #	Terms and Conditions
South Africa	Section 3	3.1 Pricing. The pricing for each program is available at https://www.huaweicloud.com/intl/en-us/pricing.html. 3.2 Taxes. Fees for Services are exclusive of VAT, sales tax, goods and service tax (GST) or any similar or analogous tax applicable in a relevant territory if any, which shall be charged in addition thereto in accordance with the relevant laws and regulations in force at the time of making the relevant taxable supply. Each Party should, as required under applicable laws and regulations, bear, file and pay all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that Party upon or with respect to the transactions and payments contemplated under this Agreement. All payments to be made by you to us under this Agreement shall be made without any set-off, counterclaim, withholding or deduction, be it tax-related or otherwise, unless specifically required by any applicable laws and/or regulations. In the event that a withholding tax or tax deduction is so required, you shall make the payment to us net of the withholding tax or tax deduction. Where preferential tax treatment is applicable under a double tax treaty or arrangement, or the prevailing domestic tax laws/regulations, only the tax amount under such preferential tax treatment should be withheld by you. You shall apply to tax authorities for such preferential tax treatment with commercially reasonable efforts. We will provide appropriate assistance during the application. To the extent that the tax authorities do not grant such preferential tax treatment, you shall provide appropriate evidence to us to support the application of the standard tax treatment. In particular, you shall be responsible for obtaining a tax clearance certificate from appropriate governmental tax authorities and provide it to us within 60 days after such taxes shall become due and payable. If in any case, you cannot conduct the tax withholding or deduction under your local circumstances, you should make full amount payment per the bill or invoice, and we will perform tax filing pursuant to local tax rules and regulations. If, subsequent to the entering into, and during the course of the performance of, this Agreement, any rates of Taxes are increased or decreased, a new Tax is levied, an existing Tax is abolished, or any change in the interpretation or application of any Tax is adopted (collectively the “Tax Changes”), an equitable adjustment of the Agreement Price shall be made, taking into full account of the Tax Changes, to protect us from the detrimental impact thereof, if any. Any additional tax, penalty, interest occurred from your delay or omission of above mentioned tax responsibilities should be borne by you. 3.3 Payment. Service fees will be billed and charged monthly. We will issue tax invoices to you after monthly bill generated. The currency of invoicing and payments under this Order shall be Local currency. HUAWEI CLOUD will issue tax invoice in local currency (as the case maybe) to you using the applicable exchange rate, in accordance with the local applicable tax law. The invoice amount will include applicable VAT, sales tax, goods and service tax (GTS), withholding tax, or any similar or analogous tax in addition to the net prices listed on HUAWEI CLOUD’s Site. You should accurately maintain billing information in the HUAWEI CLOUD User Center. You agree to pay such invoices and/or bills in the currency as specified in the bill and/or invoice within due date. Payment obligations under this Agreement shall not terminate with the expiration or termination of this Agreement.
Chile	Section 3	3.1 Pricing. The pricing for each program is available at https://www.huaweicloud.com/intl/en-us/pricing.html. 3.2 Taxes. Fees for Services are exclusive of VAT, sales tax, goods and service tax (GST) or any similar or analogous tax applicable in a relevant territory if any, which shall be charged in addition thereto in accordance with the relevant laws and regulations in force at the time of making the relevant taxable supply. Each Party should, as required under applicable laws and regulations, bear, file and pay all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that Party upon or with respect to the transactions and payments contemplated under this Agreement. All payments to be made by you to us under this Agreement shall be made without any set-off, counterclaim, withholding or deduction, be it tax-related or otherwise, unless specifically required by any applicable laws and/or regulations. In the event that a withholding tax or tax deduction is so required, you shall make the payment to us net of the withholding tax or tax deduction. Where preferential tax treatment is applicable under a double tax treaty or arrangement, or the prevailing domestic tax laws/regulations, only the tax amount under such preferential tax treatment should be withheld by you. You shall apply to tax authorities for such preferential tax treatment with commercially reasonable efforts. We will provide appropriate assistance during the application. To the extent that the tax authorities do not grant such preferential tax treatment, you shall provide appropriate evidence to us to support the application of the standard tax treatment. In particular, you shall be responsible for obtaining a tax clearance certificate from appropriate governmental tax authorities and provide it to us within 60 days after such taxes shall become due and payable. If in any case, you cannot conduct the tax withholding or deduction under your local circumstances, you should make full amount payment per the bill or invoice, and we will perform tax filing pursuant to local tax rules and regulations. If, subsequent to the entering into, and during the course of the performance of, this Agreement, any rates of Taxes are increased or decreased, a new Tax is levied, an existing Tax is abolished, or any change in the interpretation or application of any Tax is adopted (collectively the “Tax Changes”), an equitable adjustment of the Agreement Price shall be made, taking into full account of the Tax Changes, to protect us from the detrimental impact thereof, if any. Any additional tax, penalty, interest occurred from your delay or omission of above mentioned tax responsibilities should be borne by you. 3.3 Payment. Service fees will be billed and charged monthly. We will issue tax invoices to you after monthly bill generated. The currency of invoicing and payments under this Order shall be Local currency. HUAWEI CLOUD will issue tax invoice in local currency (as the case maybe) to you using the applicable exchange rate, in accordance with the local applicable tax law. The invoice amount will include applicable VAT, sales tax, goods and service tax (GTS), withholding tax, or any similar or analogous tax in addition to the net prices listed on HUAWEI CLOUD’s Site. You should accurately maintain billing information in the HUAWEI CLOUD User Center. You agree to pay such invoices and/or bills in the currency as specified in the bill and/or invoice within due date. Payment obligations under this Agreement shall not terminate with the expiration or termination of this Agreement.
Peru	Section 3	3.1 Pricing. The pricing for each program is available at https://www.huaweicloud.com/intl/en-us/pricing.html. 3.2 Taxes. Fees for Services are exclusive of VAT, sales tax, goods and service tax (GST) or any similar or analogous tax applicable in a relevant territory if any, which shall be charged in addition thereto in accordance with the relevant laws and regulations in force at the time of making the relevant taxable supply. Each Party should, as required under applicable laws and regulations, bear, file and pay all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that Party upon or with respect to the transactions and payments contemplated under this Agreement. All payments to be made by you to us under this Agreement shall be made without any set-off, counterclaim, withholding or deduction, be it tax-related or otherwise, unless specifically required by any applicable laws and/or regulations. In the event that a withholding tax or tax deduction is so required, you shall make the payment to us net of the withholding tax or tax deduction. Where preferential tax treatment is applicable under a double tax treaty or arrangement, or the prevailing domestic tax laws/regulations, only the tax amount under such preferential tax treatment should be withheld by you. You shall apply to tax authorities for such preferential tax treatment with commercially reasonable efforts. We will provide appropriate assistance during the application. To the extent that the tax authorities do not grant such preferential tax treatment, you shall provide appropriate evidence to us to support the application of the standard tax treatment. In particular, you shall be responsible for obtaining a tax clearance certificate from appropriate governmental tax authorities and provide it to us within 60 days after such taxes shall become due and payable. If in any case, you cannot conduct the tax withholding or deduction under your local circumstances, you should make full amount payment per the bill or invoice, and we will perform tax filing pursuant to local tax rules and regulations. If, subsequent to the entering into, and during the course of the performance of, this Agreement, any rates of Taxes are increased or decreased, a new Tax is levied, an existing Tax is abolished, or any change in the interpretation or application of any Tax is adopted (collectively the “Tax Changes”), an equitable adjustment of the Agreement Price shall be made, taking into full account of the Tax Changes, to protect us from the detrimental impact thereof, if any. Any additional tax, penalty, interest occurred from your delay or omission of above mentioned tax responsibilities should be borne by you. 3.3 Payment. Service fees will be billed and charged monthly. We will issue tax invoices to you after monthly bill generated. The currency of invoicing and payments under this Order shall be Local currency. HUAWEI CLOUD will issue tax invoice in local currency (as the case maybe) to you using the applicable exchange rate, in accordance with the local applicable tax law. The invoice amount will include applicable VAT, sales tax, goods and service tax (GTS), withholding tax, or any similar or analogous tax in addition to the net prices listed on HUAWEI CLOUD’s Site. You should accurately maintain billing information in the HUAWEI CLOUD User Center. You agree to pay such invoices and/or bills in the currency as specified in the bill and/or invoice within due date. Payment obligations under this Agreement shall not terminate with the expiration or termination of this Agreement.
India	Section 3	3.1 Pricing. The pricing for each program is available at https://www.huaweicloud.com/intl/en-us/pricing.html. 3.2 Taxes. Fees for Services are exclusive of VAT, sales tax, goods and service tax (GST) or any similar or analogous tax applicable in a relevant territory if any, which shall be charged in addition thereto in accordance with the relevant laws and regulations in force at the time of making the relevant taxable supply. Each Party should, as required under applicable laws and regulations, bear, file and pay all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that Party upon or with respect to the transactions and payments contemplated under this Agreement. All payments to be made by you to us under this Agreement shall be made without any set-off, counterclaim, withholding or deduction, be it tax-related or otherwise, unless specifically required by any applicable laws and/or regulations. In the event that a withholding tax or tax deduction is so required, you shall make the payment to us net of the withholding tax or tax deduction. Where preferential tax treatment is applicable under a double tax treaty or arrangement, or the prevailing domestic tax laws/regulations, only the tax amount under such preferential tax treatment should be withheld by you. You shall apply to tax authorities for such preferential tax treatment with commercially reasonable efforts. We will provide appropriate assistance during the application. To the extent that the tax authorities do not grant such preferential tax treatment, you shall provide appropriate evidence to us to support the application of the standard tax treatment. In particular, you shall be responsible for obtaining a tax clearance certificate from appropriate governmental tax authorities and provide it to us within 60 days after such taxes shall become due and payable. If in any case, you cannot conduct the tax withholding or deduction under your local circumstances, you should make full amount payment per the bill or invoice, and we will perform tax filing pursuant to local tax rules and regulations. If, subsequent to the entering into, and during the course of the performance of, this Agreement, any rates of Taxes are increased or decreased, a new Tax is levied, an existing Tax is abolished, or any change in the interpretation or application of any Tax is adopted (collectively the “Tax Changes”), an equitable adjustment of the Agreement Price shall be made, taking into full account of the Tax Changes, to protect us from the detrimental impact thereof, if any. Any additional tax, penalty, interest occurred from your delay or omission of above mentioned tax responsibilities should be borne by you. 3.3 Payment. Service fees will be billed and charged monthly. We will issue tax invoices to you after monthly bill generated. The currency of invoicing and payments under this Order shall be Local currency. HUAWEI CLOUD will issue tax invoice in local currency (as the case maybe) to you using the applicable exchange rate, in accordance with the local applicable tax law. The invoice amount will include applicable VAT, sales tax, goods and service tax (GTS), withholding tax, or any similar or analogous tax in addition to the net prices listed on HUAWEI CLOUD’s Site. You should accurately maintain billing information in the HUAWEI CLOUD User Center. You agree to pay such invoices and/or bills in the currency as specified in the bill and/or invoice within due date. Payment obligations under this Agreement shall not terminate with the expiration or termination of this Agreement.
India	Section11	11.1 This Agreement and any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including any dispute or claim relating to non-contractual obligations) will be governed by and construed in accordance with the laws of India. 11.2 The Parties agree to submit all disputes, controversies or claims in relation to this Agreement, whether contractual or tortious, for arbitration. The arbitration shall be governed by the provisions of the Arbitration and Conciliation Act, 1996 or any statutory modification or enactment thereof for the time being in force. The place of the arbitration shall be in New Delhi. The arbitration proceedings shall be a sole arbitrator appointed mutually by the Parties and shall be conducted in English language. The award of the arbitration shall be final and binding against the Parties. All costs and expenses in respect of the arbitration shall be borne by the non-prevailing Party. Any Party may, without violating section 11.2 above, seek from the courts at Gurgaon, Haryana, any provisional remedy that may be necessary to protect its rights pursuant to this Agreement. Notwithstanding that, the final right of determination of any provisional remedy granted and the ultimate controversy or dispute shall be resolved and decided according to section 11.2.
Brazil	Section 3	3.1 Services Fees. You will pay us the applicable fees and charges for the Services subscribed and/or used in accordance with the pricing, payment methods and rules specified in our Website or the applicable Order Form. Prices contained in the Order Form can be adjusted in accordance to the subscription terms and billing mode Prices are in U.S. Dollars and payments under this Agreement shall be paid in Brazilian reais. The conversion of the amounts denominated in U.S. Dollars to reais shall be determined in previous invoicing working day, considering the sell exchange rates published by the Brazilian Central Bank, pursuant the SISBACEN software, PTAX 800, option No. 5, currency 220, at close of business of the business day in Brazil. We may adjust the pricing, payment methods and rules at any time at our own discretion. You may view the updated pricing, payment methods and rules at https://www.huaweicloud.com/intl/en-us/pricing.html. You acknowledge and agree that we may adjust your payment frequency or payment method if we reasonably believe that there would be fraudulent or potential breach of your payment obligations. 3.2 Taxes. Fees for Services are exclusive of VAT, sales tax, goods and service tax (GST) or any similar or analogous tax applicable in a relevant territory if any, which shall be charged in addition thereto in accordance with the relevant laws and regulations in force at the time of making the relevant taxable supply. Each Party should, as required under applicable laws and regulations, bear, file and pay all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that Party upon or with respect to the transactions and payments contemplated under this Agreement. All payments to be made by you to us under this Agreement shall be made without any set-off, counterclaim, withholding or deduction, be it tax-related or otherwise, unless specifically required by any applicable laws and/or regulations. In the event that a withholding tax or tax deduction is so required, you shall make the payment to us net of the withholding tax or tax deduction. Where preferential tax treatment is applicable under a double tax treaty or arrangement, or the prevailing domestic tax laws/regulations, only the tax amount under such preferential tax treatment should be withheld by you. You shall apply to tax authorities for such preferential tax treatment with commercially reasonable efforts. We will provide appropriate assistance during the application. To the extent that the tax authorities do not grant such preferential tax treatment, you shall provide appropriate evidence to us to support the application of the standard tax treatment. In particular, you shall be responsible for obtaining a tax clearance certificate from appropriate governmental tax authorities and provide it to us within 60 days after such taxes shall become due and payable. If in any case, you cannot conduct the tax withholding or deduction under your local circumstances, you should make full amount payment per the bill or invoice, and we will perform tax filing pursuant to local tax rules and regulations. If, subsequent to the entering into, and during the course of the performance of, this Agreement, any rates of Taxes are increased or decreased, a new Tax is levied, an existing Tax is abolished, or any change in the interpretation or application of any Tax is adopted (collectively the “Tax Changes”), an equitable adjustment of the Agreement Price shall be made, taking into full account of the Tax Changes, to protect us from the detrimental impact thereof, if any. Any additional tax, penalty, interest occurred from your delay or omission of above mentioned tax responsibilities should be borne by you.3.3 Billing and Payment. The report bill will be issued in the beginning of subsequent month after service is rendered. The tax invoice will be issued in 3 (three) working days after the report bill is issued. Payment shall be done in 30 (thirty) days after report bill is issued. Bank account information will be provided accordingly in the tax invoice.
Mexico	Section 3	3.1 Pricing. The pricing for each program is available at https://www.huaweicloud.com/intl/en-us/pricing.html. 3.2 Taxes. Fees for Services are exclusive of VAT, sales tax, goods and service tax (GST) or any similar or analogous tax applicable in a relevant territory if any, which shall be charged in addition thereto in accordance with the relevant laws and regulations in force at the time of making the relevant taxable supply. Each Party should, as required under applicable laws and regulations, bear, file and pay all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that Party upon or with respect to the transactions and payments contemplated under this Agreement. All payments to be made by you to us under this Agreement shall be made without any set-off, counterclaim, withholding or deduction, be it tax-related or otherwise, unless specifically required by any applicable laws and/or regulations. In the event that a withholding tax or tax deduction is so required, you shall make the payment to us net of the withholding tax or tax deduction. Where preferential tax treatment is applicable under a double tax treaty or arrangement, or the prevailing domestic tax laws/regulations, only the tax amount under such preferential tax treatment should be withheld by you. You shall apply to tax authorities for such preferential tax treatment with commercially reasonable efforts. We will provide appropriate assistance during the application. To the extent that the tax authorities do not grant such preferential tax treatment, you shall provide appropriate evidence to us to support the application of the standard tax treatment. In particular, you shall be responsible for obtaining a tax clearance certificate from appropriate governmental tax authorities and provide it to us within 60 days after such taxes shall become due and payable. If in any case, you cannot conduct the tax withholding or deduction under your local circumstances, you should make full amount payment per the bill or invoice, and we will perform tax filing pursuant to local tax rules and regulations. If, subsequent to the entering into, and during the course of the performance of, this Agreement, any rates of Taxes are increased or decreased, a new Tax is levied, an existing Tax is abolished, or any change in the interpretation or application of any Tax is adopted (collectively the “Tax Changes”), an equitable adjustment of the Agreement Price shall be made, taking into full account of the Tax Changes, to protect us from the detrimental impact thereof, if any. Any additional tax, penalty, interest occurred from your delay or omission of above mentioned tax responsibilities should be borne by you. 3.3 Payment. Service fees will be billed and charged monthly. We will issue tax invoices to you after monthly bill generated. The currency of invoicing and payments under this Order shall be Local currency. HUAWEI CLOUD will issue tax invoice in local currency (as the case maybe) to you using the applicable exchange rate, in accordance with the local applicable tax law. The invoice amount will include applicable VAT, sales tax, goods and service tax (GTS), withholding tax, or any similar or analogous tax in addition to the net prices listed on HUAWEI CLOUD’s Site. You should accurately maintain billing information in the HUAWEI CLOUD User Center. You agree to pay such invoices and/or bills in the currency as specified in the bill and/or invoice within due date. Payment obligations under this Agreement shall not terminate with the expiration or termination of this Agreement.
Kenya	Section 3.2	3.2 Taxes. 3.2.1 Fees for Services are: i. exclusive of VAT, sales tax, goods and service tax (GST) or any similar or analogous turnover tax applicable in a relevant territory if any, which shall be charged in addition thereto in accordance with the relevant laws and regulations in force at the time of making the relevant taxable supply. ii. inclusive of: l withholding tax, or any similar or analogous tax applicable in a relevant territory if any, which shall be deducted from Fees thereto, and l any other taxes (such as Digital Service Tax) which should be filed and paid by us in accordance with the relevant laws and regulations. 3.2.2 Each Party should, as required under applicable laws and regulations as well as the applicable double tax treaties or arrangements, file and pay all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) respectively that are imposed on that Party upon or with respect to the transactions and payments contemplated under this Agreement. 3.2.3 All payments to be made by you to us under this Agreement shall be made without any set-off, counterclaim, withholding or deduction, be it tax-related or otherwise, unless specifically required by any applicable laws and/or regulations in the territory or under the applicable double tax treaties or arrangements. 3.2.4 In the circumstance that a withholding tax or tax deduction is so required, you shall fulfill the withholding liability and make the payment to us net of the withholding tax or tax deduction, subject to the following requirements under this Section: i. Where preferential tax treatment is applicable under a double tax treaty or arrangement, or the prevailing domestic tax laws/regulations, only the tax amount under such preferential tax treatment should be withheld by you. You shall apply to tax authorities for such preferential tax treatment with reasonable efforts. We will provide appropriate assistance during the application. To the extent that the tax authorities do not grant such preferential tax treatment, you shall provide appropriate evidence to us to support the application of the standard tax treatment. ii. You shall provide us with the formal tax clearance/payment certificates or other equivalent legal documents issued by the tax authority within 60 days after the completion of such withholding activity. You shall be responsible for obtaining such tax clearance certificate or equivalent legal document from the tax authority, and deliver it to us properly in good condition (i.e. not broken, stained or blurred that might affect our use) with reasonable effort. In case that a tax authority does not provide a formal tax clearance, payment certificate or equivalent legal documents, we will mutually agree what other alternative evidence can be provided. In case that such tax clearance certificate or equivalent legal document could not be provided to us due to your negligence or non-compliance, you shall indemnify us for any losses, damage, expense or cost caused thereby. iii. If you pay the charge to us net of the withholding tax or tax deduction, and a subsequent tax audit, investigation or inquiry identifies that a filing, withholding or deduction should have been made for/from the charge, you shall be liable to bear and pay amounts due under such a filing, deduction and any surcharges and penalties due thereon to the relevant authority. 3.2.5 If We incur any additional tax costs or liabilities as a consequence of your delay or omission of above mentioned tax responsibilities or due to the provision of false or incomplete information by you which is necessary for us to determine and meet our above mentioned tax responsibilities arising from our supplies of services to you (including but not limited to information relevant to the determination of your country of tax residency), you shall be solely and exclusively liable to bear such costs related to Taxes not withheld, deducted, or reported, along with any interest, penalties and other charges associated therewith which are to be settled with the relevant governmental or tax authorities. 3.2.6 If, subsequent to the entering into, during the course of the performance of, or retrospectively applicable to this Agreement, any rates of existing Taxes are increased or decreased, a new Tax is levied, an existing Tax is abolished, or any change in the interpretation or application of any Tax is adopted (collectively referred as “Tax Changes”), an equitable adjustment of the Agreement Price shall be made, taking into full account of the Tax Changes, to protect us from the detrimental impact thereof, if any.
Malaysia	Section 3.2	3.2 Taxes. 3.2.1 Fees for Services are: i. exclusive of VAT, sales tax, goods and service tax (GST) or any similar or analogous turnover tax applicable in a relevant territory if any, which shall be charged in addition thereto in accordance with the relevant laws and regulations in force at the time of making the relevant taxable supply. ii. inclusive of: l withholding tax, or any similar or analogous tax applicable in a relevant territory if any, which shall be deducted from Fees thereto, and l any other taxes which should be filed and paid by us in accordance with the relevant laws and regulations. 3.2.2 Each Party should, as required under applicable laws and regulations as well as the applicable double tax treaties or arrangements, file and pay all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) respectively that are imposed on that Party upon or with respect to the transactions and payments contemplated under this Agreement. 3.2.3 All payments to be made by you to us under this Agreement shall be made without any set-off, counterclaim, withholding or deduction, be it tax-related or otherwise, unless specifically required by any applicable laws and/or regulations in the territory or under the applicable double tax treaties or arrangements. 3.2.4 In the circumstance that a withholding tax or tax deduction is so required, you shall fulfill the withholding liability and make the payment to us net of the withholding tax or tax deduction, subject to the following requirements under this Section. i. Where preferential tax treatment is applicable under a double tax treaty or arrangement, or the prevailing domestic tax laws/regulations, only the tax amount under such preferential tax treatment should be withheld by you. You shall apply to tax authorities for such preferential tax treatment with reasonable efforts. We will provide appropriate assistance during the application. To the extent that the tax authorities do not grant such preferential tax treatment, you shall provide appropriate evidence to us to support the application of the standard tax treatment. ii. Where there are Taxes to be withheld, you shall provide us with the formal tax clearance/payment certificates or other equivalent legal documents issued by the tax authority within 60 days after the completion of such withholding activity. You shall be responsible for obtaining such tax clearance certificate or equivalent legal document from the tax authority, and deliver it to us properly in good condition (i.e. not broken, stained or blurred that might affect our use) with reasonable effort. In case that a tax authority does not provide a formal tax clearance, payment certificate or equivalent legal documents, we will mutually agree what other alternative evidence can be provided. In case that such tax clearance certificate or equivalent legal document could not be provided to us due to your negligence or non-compliance, you shall indemnify us for any losses, damage, expense or cost caused thereby. iii. If you pay the charge to us net of the withholding tax or tax deduction, and a subsequent tax audit, investigation or inquiry identifies that a filing, withholding or deduction should have been made for/from the charge, you shall be liable to bear and pay amounts due under such a filing, deduction and any surcharges and penalties due thereon to the relevant authority. 3.2.5 If We incur any additional tax costs or liabilities as a consequence of your delay or omission of above mentioned tax responsibilities or due to the provision of false or incomplete information by you which is necessary for us to determine and meet our above mentioned tax responsibilities arising from our supplies of services to you (including but not limited to information relevant to the determination of your country of tax residency), you shall be solely and exclusively liable to bear such costs related to Taxes not withheld, deducted, or reported, along with any interest, penalties and other charges associated therewith which are to be settled with the relevant governmental or tax authorities. 3.2.6 If, subsequent to the entering into, during the course of the performance of, or retrospectively applicable to this Agreement, any rates of existing Taxes are increased or decreased, a new Tax is levied, an existing Tax is abolished, or any change in the interpretation or application of any Tax is adopted (collectively referred as “Tax Changes”), an equitable adjustment of the Agreement Price shall be made, taking into full account of the Tax Changes, to protect us from the detrimental impact thereof, if any.

Last Updated: October 24, 2023

Huawei Cloud Solution Partner Cooperation Agreement Print

Huawei Cloud Solution Partner Cooperation Agreement

Huawei Cloud Solution Partner Cooperation Agreement

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