- Unless Client has specifically purchased the Silver or Gold service level (as indicated in a Quote or Service Order), the standard Bronze service level will be applicable. The service levels shall be interpreted as follows:
- “Availability” means the amount of time in percentages, as measured over the course of each calendar year during the term of this Agreement, wherein the Services were available for access and use by Client and its Authorized Users over the internet and operating in material accordance with this Agreement, excluding unavailability as a result of any of the exceptions described below in this Annex.
- “Email response time” means the maximum number of hours (or minutes) during Standard Support Hours in which Castor responds via email to a support request of the Client.
- “Advanced technical guidance” means specific and advanced guidance for which Castor normally charges an hourly rate because it cannot be provided by Castor’s standard support desk. To specify:
- Support provided by Castor’s standard support desk consists of: answering functional questions regarding the use of the Services (e.g. providing advice on the functionalities), resolution of blocking technical issues (e.g. critical bugs and issues with access), and streamlining feature requests to the product team.
- Advanced technical guidance is the case wherein Client has a specific request that requires the involvement of the Technical Account Manager and includes but is not limited to: providing dedicated solutions for calculations and automations, exporting audit trails, retrieval of Study back-ups, and support with integrations and randomization settings. In addition to the Advanced technical guidance hours included in the Silver and Gold packages, Client may at any time purchase additional hours of Advanced technical guidance.
- “24X7 Basic phone support” means contacting Castor via telephone to report critical issues that require escalation (such as an application outage or a randomization issue potentially impacting patient safety) and to request basic issue support (“how to” questions, access management, password help, etc.). Phone Support is available in English language only.
- “Maximum resolution plan time critical functionality” means the maximum number of days it may take Castor to provide a resolution plan for an issue within the Services which causes Client to be unable to: (i) login to the Service, or (ii) create a Study, or (iii) store, modify, and/or access the Client Data Client has stored within the Service. These resolution plan times are not applicable when a suitable work-around is provided. Specifically, for Castor eConsent, the “maximum resolution plan time critical functionality” means the maximum number of days it may take Castor to provide a resolution plan for an issue within Castor’s eConsent Services which causes Client to be unable to: (i) login to the Service, or (ii) electronically sign a consent form, or (iii) store, modify, and/or access the Client Data Client has stored within the Service. These resolution plan times are not applicable when a suitable work-around is provided.
- In case Client has purchased the right to use Castor SMS, the Bronze service level as stated in 7(a) will be applicable to the Castor SMS Service. However, due to the nature of the Castor SMS Service, the Advanced technical guidance is not applicable.
- For purposes of calculating the Availability, the following are exceptions to the Availability requirement, and neither the Services will be considered un-Available nor any failure to meet the stated Availability will be deemed to occur when Client’s (or the Authorized Users’) use of the Services is impaired due, in whole or in part, to: (a) any act or omission by Client or any Authorized User/access to or use of the Services by Client or any Authorized User, that does not strictly comply with the terms of this Agreement; (b) Client’s or its Authorized User’s internet connectivity or any other failure on the side of the Client and/or the Authorized User; (c) any Force Majeure event; (d) any failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by Castor pursuant to the Agreement; (e) Scheduled Downtime (as defined below); (f) emergency maintenance, which Castor will use commercially reasonable efforts to complete as soon as practically possible, or (g) disabling, suspension, or termination of the Services in accordance with the terms of this Agreement.
- Castor will periodically perform maintenance to its Services, including without limitation correcting known defects, installing improved versions of its software, and installing updates on its servers. The Services may be impaired or unavailable during such maintenance. Castor will use commercially reasonable efforts to: (a) schedule downtime for routine maintenance of the Services outside of Standard Support Hours; and (b) give Client at least twenty-four (24) hours prior notice of all scheduled outages of the Services (”Scheduled Downtime”) on https://castorstatus.com, where you can also subscribe to the latest status. In case of any major Scheduled Downtime, which will take longer than 30 minutes, this notice will also be provided via e-mail or within the system of the Services.
- In case Castor fails to meet the stated Availability percentage, then the following shall be Client’s sole and exclusive remedy:
- For every 0.1% the Availability is below the agreed upon Availability percentage, Castor shall credit to Client’s next invoice an amount equal to 1% of the fees to be paid by Client to Castor for the use of the particular Service during that calendar year, up to a maximum credit of 20%.
- In case of an Availability percentage below 95%, Client may terminate this Agreement with immediate effect.
- On request of Client, Castor will send a report showing the availability percentage of the previous calendar year.
- In case Castor fails to meet the resolution times as stated in this Annex, the following shall be Client’s sole and exclusive remedy:
- If Castor fails to meet stated resolution times for the third time in one calendar year, Castor will credit Client’s next invoice an amount equal to 2% of the fees to be paid by Client to Castor for the use of the particular Service during that calendar year
- If Castor fails to meet stated resolution times for the sixth time in one calendar year, Castor will credit Client’s next invoice an amount equal to 5% of the fees to be paid by Client to Castor for the use of the particular Service during that calendar year
- If Castor fails to meet stated resolution times for the tenth time in one calendar year, Castor will credit Client’s next invoice an amount equal to 10% of the fees to be paid by Client to Castor for the use of the particular Service during that calendar year
- In case Castor fails to meet the stated resolution times more than ten times within the term of one calendar year, Client may terminate this Agreement with immediate effect.
- If Castor considers that there is a danger to the functioning of the Castor Systems or Services, Castor will have the right to implement all measures it considers reasonably necessary to avert or prevent this danger, including suspending the Services.
