1. Purpose and Application

These Managed Backup & Disaster Recovery Service Terms ("Service Terms") apply specifically to managed backup and disaster recovery services supplied by Active Computers UK Limited ("Active Computers", "we", "us" or "our").

These Service Terms supplement and form part of the Active Computers UK Limited General Terms and Conditions of Sales and Services ("General Terms").

Where these Service Terms contain provisions specifically relating to managed backup and disaster recovery services, those provisions apply in addition to the General Terms.

The customer's use of any third-party backup, cloud, hardware or disaster recovery platform remains subject to the applicable third-party manufacturer's or service provider's terms.

Where the service incorporates a third-party backup, cloud or disaster recovery platform, the applicable third-party provider's terms also apply.

2. Service Description

The Managed Backup & Disaster Recovery Service is intended to provide managed protection of agreed business systems and data through the use of backup, monitoring, verification and recovery technologies.

Depending on the service purchased, the service may include:

• Local backup storage and recovery;
• Cloud backup and off-site replication;
• Image-based system backup;
• File and folder recovery;
• Full-system recovery;
• Bare-metal recovery;
• Disaster recovery assistance;
• Backup monitoring;
• Backup verification;
• Backup configuration management;
• Retention management;
• Recovery point monitoring;
• Disaster recovery planning and testing; and
• Technical support relating to the managed backup platform.

The exact products, hardware, storage capacity, retention schedule, protected systems and service features applicable to the customer are those specified in the customer's order, quotation, service agreement or service record.

Not every feature listed above will necessarily be available under every backup product or service plan.

3. Third-Party Backup and Recovery Services

Where a third-party backup, cloud or disaster recovery platform is supplied as part of the service, the underlying platform is a third-party service.

Use of any third-party platform is subject to the applicable provider's terms of use, service terms, product documentation and other applicable third-party conditions.

Active Computers is responsible for the configuration and management services that we provide. We do not control:

• Third-party infrastructure;
• Third-party cloud availability;
• Manufacturer or supplier licensing;
• Manufacturer or supplier pricing;
• Third-party retention options;
• Third-party hardware warranties;
• Third-party network availability;
• Third-party software functionality; or
• Changes made by third-party providers to their products or services.

Active Computers will use reasonable efforts to manage and support the third-party service in accordance with the service purchased by the customer.

4. Service Activation and Configuration

The service will commence on the activation date specified on the customer's order or service record.

Initial deployment may include:

• Installation or commissioning of backup hardware;
• Installation of backup agents;
• Configuration of protected systems;
• Configuration of backup schedules;
• Configuration of retention policies;
• Configuration of cloud replication;
• Initial backup;
• Backup verification;
• Monitoring configuration; and
• Documentation of the protected environment.

The customer must provide reasonable access to systems, networks, credentials and information required to deploy and manage the service.

Where information supplied by the customer is incomplete or inaccurate, Active Computers cannot be held responsible for resulting omissions or configuration errors that could reasonably have been avoided had accurate information been supplied.

5. Protected Systems and Data

The customer is responsible for identifying the systems, applications, data and services that require protection.

Active Computers will configure the service based on the agreed protection scope.

Systems or data not included within the agreed backup configuration are not considered protected under the service.

The customer must notify Active Computers when new servers, virtual machines, applications, workstations or other material data sources are introduced.

The addition of new systems or material changes to the customer's environment may require a change to the service configuration or charges.

Active Computers does not guarantee that every item of data within a protected system will be recoverable merely because the system is included within a backup job.

6. Backup Monitoring and Verification

Active Computers will provide monitoring appropriate to the backup platform and service purchased.

Monitoring may identify failed backups, missed backups, connectivity issues, storage issues and other conditions reported by the backup platform.

Where supported by the backup platform, Active Computers will use available verification or integrity-checking functionality to assess whether backup data appears suitable for recovery.

Backup verification does not constitute a guarantee that a complete production system can be successfully restored in every circumstance.

A backup may be affected by:

• Hardware failure;
• Storage failure;
• Software corruption;
• Malware or ransomware;
• Undetected data corruption;
• Application-level corruption;
• Encryption;
• Configuration errors;
• Third-party service failures;
• Network failures; or
• Other circumstances outside Active Computers' reasonable control.

7. Recovery and Disaster Recovery

Active Computers will provide reasonable technical assistance with recovery of protected systems and data where this is included within the customer's service.

Recovery assistance may include:

• File and folder restoration;
• System restoration;
• Virtual machine recovery;
• Bare-metal recovery;
• Recovery to replacement hardware;
• Assistance with disaster recovery procedures; and
• Coordination with the relevant backup or hardware provider.

Major disaster recovery activities may fall outside the customer's standard managed service where they require substantial engineering time, replacement infrastructure, specialist third-party assistance, on-site attendance or extended recovery activity.

Such work may be chargeable separately at Active Computers' prevailing engineering rates or under a separately agreed project quotation.

Active Computers will, where reasonably practicable, advise the customer before undertaking significant chargeable recovery work.

8. Disaster Recovery Testing

Disaster recovery testing may be included where specifically stated in the customer's service or quotation.

A successful backup verification or test restoration does not guarantee successful recovery during an actual disaster.

Where cloud virtualisation or similar functionality is available, its use is subject to the capabilities and restrictions of the underlying platform.

Any recovery testing that materially disrupts production services will be planned with the customer in advance wherever reasonably practicable.

9. Retention

Backup retention is determined by the configuration and service purchased.

Retention periods may vary between local and cloud storage and between different backup products.

Active Computers will configure retention in accordance with the agreed service requirements, subject to the capabilities and limitations of the underlying backup platform.

The customer acknowledges that retention periods do not necessarily represent a permanent archive.

The customer is responsible for identifying any regulatory, contractual or business requirements for long-term retention and notifying Active Computers before service configuration.

Following termination of a third-party backup subscription, retention of cloud backup data is governed by the relevant provider's terms. Customers should therefore arrange export or retrieval of required backup data before service termination.

10. Customer Responsibilities

The customer is responsible for:

1. Providing accurate information regarding systems and data requiring protection.
2. Providing appropriate access to systems and networks.
3. Informing Active Computers of significant infrastructure changes.
4. Maintaining appropriate physical security for customer premises and equipment.
5. Maintaining appropriate access credentials and authorisations.
6. Advising Active Computers of any special backup, retention or compliance requirements.
7. Notifying Active Computers promptly of suspected data loss, ransomware, system failure or other incidents requiring recovery.
8. Ensuring that recovered data is checked and validated by the customer where appropriate.
9. Maintaining suitable power, network connectivity and environmental conditions for locally installed backup equipment.

11. Hardware

Where backup hardware is supplied as part of the service, ownership and warranty arrangements will be specified in the applicable order or service agreement.

Hardware supplied by a third-party manufacturer remains subject to that manufacturer's warranty and support terms.

Active Computers will act as the customer's point of contact for reasonable support and coordination where this is included within the managed service.

Hardware replacement caused by accidental damage, misuse, environmental conditions or circumstances outside the manufacturer's warranty may be chargeable.

12. Service Availability

Active Computers will use reasonable efforts to maintain the managed service and respond to alerts or issues identified through our monitoring systems.

Backup and disaster recovery services depend upon multiple components, including customer infrastructure, networks, Internet connectivity, hardware, software and third-party cloud services.

Active Computers does not guarantee uninterrupted availability of any third-party backup platform.

Planned maintenance, third-party outages, telecommunications failures, Internet outages and circumstances beyond our reasonable control may affect service availability.

13. Security

Active Computers will take reasonable steps to manage the backup service securely.

Where supported by the selected platform, security measures may include encryption, secure authentication, access controls, monitoring and protected cloud storage.

The availability and implementation of individual security features depends on the backup platform and service purchased.

Customers remain responsible for the security of their own systems, credentials and user accounts.

Active Computers should be notified immediately of suspected compromise of backup credentials or unauthorised access.

14. Charges and Billing

Charges for the service are specified in the customer's quotation, order, invoice or service record.

Unless otherwise stated, prices are exclusive of VAT.

Setup, installation or onboarding charges may be charged separately from recurring managed service charges.

Recurring service charges are normally billed monthly in advance in accordance with the customer's agreed billing date.

Additional charges may apply where the customer requests work outside the agreed managed service, including major recovery projects, additional systems, additional hardware, increased storage requirements, specialist third-party services or substantial configuration changes.

Third-party licensing, cloud services, hardware, storage, connectivity and other supplier charges may be charged separately where applicable.

Failure of a backup job does not automatically suspend or remove the customer's obligation to pay the applicable third-party subscription or managed service charges.

15. Changes to the Service

The customer may request changes to the protected environment or backup configuration.

Active Computers will assess material changes to determine whether additional licensing, storage, hardware, engineering time or other charges apply.

Material changes will be quoted or agreed with the customer where reasonably practicable before implementation.

Active Computers may recommend changes where the existing backup configuration is no longer considered appropriate for the customer's environment.

16. Suspension and Non-Payment

Active Computers may suspend managed services where invoices remain unpaid in accordance with the General Terms.

Suspension may affect monitoring, management, technical support and recovery assistance.

Suspension of the Active Computers managed service does not necessarily suspend or terminate third-party backup subscriptions.

Third-party subscription charges may continue until the relevant third-party service is properly cancelled in accordance with its terms.

17. Termination

Termination of the Active Computers managed service does not automatically terminate any third-party subscription unless Active Computers is specifically authorised and able to do so on the customer's behalf.

Where a third-party service has a committed term, cancellation may remain subject to the third-party provider's contractual requirements and charges.

The customer is responsible for ensuring that required backup data has been retrieved or transferred before termination.

Following termination, backup data may be deleted in accordance with the applicable third-party retention policy.

18. Data Protection and Confidentiality

Active Computers will process customer information in accordance with its Privacy Policy and applicable data protection legislation.

Backup services may involve the storage and processing of customer data within third-party cloud infrastructure.

The customer acknowledges that the location, processing arrangements and technical controls of third-party cloud services are governed by the applicable third-party provider's documentation and terms.

Active Computers will maintain appropriate confidentiality in relation to customer information accessed in the course of providing the service.

19. Limitation of Service and Liability

The Managed Backup & Disaster Recovery Service is designed to reduce the risk and impact of data loss and system failure. It cannot eliminate those risks entirely.

Active Computers does not warrant that every backup will complete successfully or that every protected system or item of data will be recoverable in every circumstance.

Active Computers will not be responsible for loss arising from systems, data or services that were not included within the agreed backup configuration.

Active Computers will not be responsible for failures caused by inaccurate information, unauthorised changes, customer actions, third-party services, unsupported software, infrastructure failures or circumstances outside our reasonable control, subject always to the provisions of the General Terms and applicable law.

Nothing in these Service Terms excludes or limits liability where such exclusion or limitation is prohibited by law.

The liability provisions contained within the Active Computers General Terms apply to these Service Terms unless expressly stated otherwise.

20. Third-Party Terms

The customer acknowledges that the managed backup service may incorporate third-party products and services.

The customer agrees to comply with the applicable terms of those third-party providers where required for use of the service.

Where a third-party backup or recovery platform is supplied, the applicable third-party provider's terms apply to the underlying service.

Active Computers does not amend, replace or supersede the contractual relationship between the customer and the relevant third-party provider.

In the event of a conflict between these Service Terms and mandatory terms imposed by a third-party provider in relation to the third-party service itself, the third-party provider's terms will govern that third-party service.

21. Documentation and Records

Active Computers will maintain reasonable service records relating to the managed backup configuration.

Service documentation may include:

• Protected systems;
• Backup configuration;
• Retention configuration;
• Backup status;
• Recovery points;
• Hardware information;
• Service changes; and
• Relevant support or recovery activities.

Customers may request reasonable information relating to their managed backup service, subject to security and confidentiality requirements.

22. General Terms

These Service Terms form part of the agreement between Active Computers and the customer.

The Active Computers General Terms and Conditions of Sales and Services remain applicable to the service unless expressly superseded by these Service Terms.

In the event of a conflict between these Service Terms and the General Terms, these Service Terms will take precedence only in relation to the specific managed backup and disaster recovery service to which they apply.

These Service Terms may be updated from time to time where reasonably necessary to reflect changes to the service, technology, supplier requirements or applicable law.

The latest applicable version will be made available through the Active Computers website.

23. Acceptance

By ordering, activating or continuing to use the Managed Backup & Disaster Recovery Service, the customer confirms that they have had the opportunity to review and accept:

1. The Active Computers UK Limited General Terms and Conditions of Sales and Services;
2. These Managed Backup & Disaster Recovery Service Terms and Conditions; and
3. The applicable third-party terms governing the underlying backup platform or services.

Where a third-party backup, cloud or disaster recovery platform is supplied, the customer acknowledges that the applicable third-party provider's terms apply to the underlying service.