backup2cloud
Service Agreement

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Schedule 1

The Backup Service provided by Service Provider comprises the following offsite backup, storage, restoration and retrieval of data services and facilities, subject both to the terms of the Licence of the Service Provider Software set out in Schedule 2:

  1. The Backup Service provides the capability during the Term to store Data on Service Provider Server and Retrieval of that Data from the Service Provider Server.
  2. For the backup2cloud platform the Service Provider Server stores two separate copies of Data. For additional data security, the secondary copy is stored on a separate server at a different physical location from the server storing the primary copy.
  3. For the backup2cloud SMB platform the Service Provider Server stores a single copy of the data at one data centre
  4. The Backup Service operates via the internet using an internet control product comprising the Service Provider Software installed on one or more Client Computers which interact with the Service Provider Server. The Service Provider Software on Client Computers connect to a server network infrastructure that is deployed on the internet and managed by Service Provider.
  5. Client’s Backup of Data which the Client wishes to be Backed up will be effected by the Service Provider Server which will make and store a copy of that Data when the Service Provider Server is accessed by the Client by means of the Service Provider Software and the Client effects a Backup of that Data. The Data which will be Backed up on the first and each subsequent occasion that the Customer conducts a Backup will be configured by the
  6. The Backup Service will be operational and available to Client 100% of the time in each calendar month less any Excused Outage in that month. (The first calendar month begins on the Commencement Date.) The Service Provider has no obligation to make the Backup Service available during the period of any Excused Outage.
  7. If there is any Non-excused Outage in any calendar month, Service Provider will allow or pay to Client Service Credit sums calculated as set out in paragraph 7 below for that Non-excused Outage, subject to the following limits for Service Credit sums for Non-excused Outage:
    • the total of Service Credit sums for any calendar month will not exceed the Maximum Monthly Service Credit Amount. The Maximum Monthly Service Credit Amount shall be £250.00; and
    • the total of all Service Credit sums for each succeeding period of 12 calendar months (the first of which begins on the Commencement Date) will not exceed the Maximum Annual Service Credit Amount. The Maximum Annual Service Credit Amount shall be £2,000.00.
  8. Subject to paragraph 6 above, if on any day (midnight to midnight) in any calendar month there is/are any period/s of Non-excused Outage cumulatively exceeding 1 hour, the Service Credit sum for that day shall be 2 times the portion of the Fee payable by Client for that day. For this purpose the portion of the Fee deemed to be payable for any day is deemed to be one 30th of the total Fee payable for the month period in which that day falls.
  9. Subject to any limits on times or days set out in the Specification:
    • Backups, and storage of the Data on the Service Provider Server, are selected and scheduled in advance by Client using the Service Provider Software such that the Backup is then run automatically by the Service Provider Software on the days and at the times scheduled; and
    • A Retrieval is performed manually by Client as and when Client has a need for it. It is not pre-scheduled or initiated or run automatically. It is subject to the limitations on scope and other limits set out in the Specification. Retrieval is effected by using the Service Provider Software to initiate transmission of Data from the Service Provider Server to a Client Computer.
  10. Service Provider is not responsible for:
    • either loss of data or absence of backup of it occurring between each Backup; or
    • Client’s deletion or failure to store data; or
    • delay in or failure of any Backup or Retrieval due to any factors, equipment, facilities, or services which are not provided or managed by the Service Provider or for which it is not responsible, including slow transmission speed, transmission failure or defect, inadequate transmission size or capacity, route of internet connection, and instability or failure of internet connection.
  11. Service Provider does not monitor use of the Backup Service, content of Data, or Client Data transmission or storage and Service Provider is a mere conduit. Client accordingly is solely responsible in relation to Data (including without limitation Data licensing, integrity, content, dissemination, format, Backup scheduling and transfers).

Schedule 2

The following shall apply in conjunction with all other terms of the Agreement

The following are the terms of the Licence of the Service Provider Software:

  1. The Licence is non-exclusive.
  2. At all times, all Intellectual Property in the Service Provider Software is vested in and controlled solely by Service Provider and/or its licensors, and ownership of all Service Provider Software and copies thereof shall be exclusively retained by Service Provider. Client acknowledges and agrees that save as expressly set out in this Agreement it will not have any right, title, or interest in the Service Provider Software or the Intellectual Property in it.
  3. Save as expressly set out in this Agreement, Client may not use or access the Service Provider Software, or copy or modify it in any way, without the express written permission of Service Provider.
  4. Client is permitted, solely for the purpose of and in connection with carrying out Backups and Retrievals as expressly set out in this Agreement to do the following (“the Permitted Use”):
    • download multiple copies of the Service Provider Software from the Website;
    • save the Service Provider Software on an unlimited number of Client Computers which are under Client’s control and use it only on Client Computers, subject to paragraph 4.3 below;
    • make a backup copy of the Service Provider Software for its own Backup purposes. That backup copy must be a complete copy and must not contain any change to the original. Any copyright notice of the Service Provider or third party included in the software, manuals or other material comprising the Service Provider Software must be included unchanged in the backup copy of the same;
    • use the manuals, documentation and other information which are part of the Service Provider Software; and
    • use the Service Provider Software only for lawful purposes.
  5. Client is not permitted to:
    • do any of the following to or in relation to the whole or any part of the Service Provider Software:
      • rent, lease, sub-licence, loan, copy (except as expressly provided in this Agreement), modify, adapt, merge, or translate it; or
      • decompile, disassemble, or otherwise reverse engineer it except, in relation to the purposes of this Agreement, as may be permitted by the Copyright, Designs and Patents Act 1988; or
      • create derivative works from it;
    • except as expressly provided in this Agreement, use, reproduce, or deal in the Service Provider Software in any way;
    • transfer any of the Service Provider Software and/or the Licence to any other person whether on a permanent or temporary basis. If Client transfers possession of any copy of the Service Provider Software to another person, the Licence will automatically terminate without prejudice to any other rights and remedies Service Provider may have in respect of such unauthorised use;
    • use the Service Provider Software on a Client Computer on which there is a computer virus of any type regardless of whether the virus is capable of causing any damage; or
    • do, authorise, or permit anything in relation to the Service Provider Software which is outside the Permitted Use.
  6. Any and all rights in relation to the Service Provider Software not expressly granted in accordance with the terms of this Agreement are hereby reserved to Service Provider.
  7. The Licence shall commence upon the Commencement Date and shall continue until the termination of the Term in accordance with the terms of the Agreement or in any other manner.
  8. Upon termination of the Licence (by whatever means) Client will destroy all of the Service Provider Software, including any electronic copies stored on any Client Computer under its control.
  9. In the event that Client loses its Encryption Key neither Client nor Service Provider will be able to access Client’s Data stored by the Backup Service. Service Provider will not be liable in any way for any loss or damages arising out of Client’s loss of the Encryption Key.

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