Service Terms

1. Scope and purpose

Except as otherwise expressly defined in these Service Level Terms, terms have the meaning ascribed to them in the Agreement. For the purposes of this Service Level Terms, the following capitalized words and phrases are ascribed the following meanings:
1. “Available” means that the EFI Platform, in the form provided by Elucidate, is capable of responding to incoming requests from Users to process and display compatible data, which requests have been properly transmitted over the Internet, and “Availability” has the corresponding meaning.
2. “Defect” means a failure of the EFI Platform, in the form provided by Elucidate, to conform to its applicable specifications.
3. “Downtime” means any period of time in which the EFI Platform is not Available.
4. “Subscription Fees” means the Subscription Fees specified in the applicable Pricing Sheet.

2. Scope

The Service Level commitments apply only to production use of the EFI Platform, and do not apply to any non-production environments, such as staging and testing environments. The Service Levels apply only if the User’s utilisation of the EFI Platform is within the entitlements specified in the applicable Agreement. The User is not entitled to any credit if it is in breach of the Agreement (including Customer’s payment obligations) at the time of the occurrence of the event giving rise to the credit.

3. Service Levels

During the Subscription Term, Elucidate will maintain Availability of the EFI Platform with respect to the Delivery Point as set out in the Agreement from 7.00 to 20.00 CET on each business day (Monday through Friday excluding holiday in the Federal State of Berlin, Germany).
The average Availability of the EFI Platform in each month will be at least 99%, excluding any force majeure events that result in Downtime, as measured and monitored from Elucidate’s facilities at the Delivery Point.
For the purposes of calculating such Availability, the following times will be excluded:

Maintenance or other services requested by or agreed with the User preventing access;
Unforeseen maintenance required through no fault of Elucidate (force majeure, e.g. unforeseen hardware failures, work outages, pandemics and natural events);
Downtime due to virus or hacker attacks, provided that Elucidate has taken agreed (or otherwise customary) security measures;
Downtime due to specifications of the User, failure of user equipment and infrastructure as well as any other interruptions caused by the User;
Increases in Downtime due to blockages in respect of remote or console access caused by the User;
Downtime for the purposes of critical security patches;
Downtime due to software defects in User applications or defects caused by such applications in Elucidate systems; and
Downtime resulting from outages of third party connections or utilities or other reasons beyond Elucidate’s control will also be excluded from the calculation.
During the Subscription Term, Elucidate will publish at least annually reports that address Elucidate’s performance with respect to the Service Levels.

The User is responsible for notifying Downtime to Elucidate in accordance with the subsequent provisions hereof. Elucidate will endeavour to restore service in case of Downtime as soon as possible. For the avoidance of doubt, the User is not entitled to request restoration of the Service to the extent that the Service functions as agreed.

4. Interruptions, Restoration of the Service

The User can notify Downtime as interruption of the Service (“Interruption”). Interruptions that are to be treated in accordance with these Service Level Terms must be notified exclusively via support@elucidate.co by User personnel sufficiently trained and authorised. Any notification must include a description of the Interruption.
In respect of any proper notification of an Interruption, Elucidate must, within four hours, begin an analysis and, if possible, a restoration of the Service. Elucidate will restore the Service within its means and in accordance with its contractual duties. The User is not entitled to a fix within the designated response time.

5. Service Level Credits

If Elucidate fails to meet the Service Levels, the User will be eligible to request a credit as follows:

For any Interruption lasting longer than 24 hours, Elucidate will credit the User the pro-rated Subscription Fee for each period of 24 or more consecutive hours of Interruption.
Interruption shall begin to accrue as soon as the User (with notice to Elucidate) recognizes that Downtime is taking place, and continues until the availability of the Services is restored.
Downtime due to virus or hacker attacks, provided that Elucidate has taken agreed (or otherwise customary) security measures;
In order to receive credit, the User must notify Elucidate in writing within 24 hours from the time of Downtime, and failure to provide such notice will forfeit the right to receive credit.
Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event. Elucidate will only apply a credit to the month in which the incident occurred.
Each credit will be paid by Elucidate to the User by way of a credit on the next invoice submitted by Elucidate to the User. If any credits are unutilized upon expiration or termination of the Subscription Term, then Elucidate will apply such credits to any other fees or expenses payable by the User to Elucidate. If there are no such other fees or expenses, then Elucidate will pay Customer the credit amount.
Elucidate’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Elucidate.

This clause supplements remedies available under applicable law and not excluded in the Agreement. However, where the User enforces such remedies, the rights under this clause can only be exercised to the extent that they exceed the remedies available under applicable law.

6. Reporting

Elucidate will provide the User with monthly overviews of Availability.
The User is only entitled to the rights set out in the preceding clause if it claims such rights immediately and, at the latest, within two (2) weeks following the receipt of the monthly reports.

7. Compensation

Elucidate will not charge separately (i.e. in excess of the Subscription Fees) for assistance in line with these Service Level Terms.
However, if a notified Interruption subsequently proves not to fall within the scope of these Service Level Terms and the responsibility of Elucidate to maintain its Service, Elucidate may charge time spent in accordance with applicable pricing at the time. This right of Elucidate is excluded if the User can show that it was impossible for the User to discern such circumstances when applying ordinary standards of care.