Spector – Terms of Service – Supplementary Terms for Managed Backup Services
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Contents
- General Terms & Conditions
- Supplementary Terms – Supply of Subscription Services
- Supplementary Terms – Managed Backup Services
- Supplementary Terms – Managed IT Services
- Supplementary Terms – Managed Cloud Services
- Supplementary Terms – Professional Services
- Supplementary Terms – Sale of Goods
- Supplementary Terms – Subcontract Block Hours
Supplementary Terms – Managed Backup Services
The Services set out in these Supplementary Terms shall be supplied by Spector to the Client on the terms and conditions set out in Spector’s General Terms and Conditions and those of these Supplementary Terms.
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SUPPLEMENTARY DEFINITIONS
1.1 ‘Managed Backup Services’ means services that provide data backup for Servers and Microsoft 365 accounts.
1.2 ‘Cloud-Based Utilities’ means the ancillary third party provided services, including backup and backup monitoring which will be used by Spector in support of the Managed Backup Services.
1.3 ‘Configuration’ means the configuration of the backup.
1.4 ‘Data Centre’ means a remote data storage facility.
1.5 ‘Data Security Event’ means a breach of the security of the Client’s infrastructure resulting in loss or damage, including loss of user-names, passwords, Personal Data; crypto-locking or other Malware-related damage.
1.6 ‘Emergency Maintenance’ means any period of maintenance for which, due to reasons beyond its reasonable control, Spector is unable to provide prior notice of.
1.7 ‘End User’ means a user of the IT Equipment.
1.8 ‘Helpdesk’ means Spector’s dedicated team of qualified support technicians.
1.9 ‘Hours of Cover’ means the hours of cover set out in the Service Schedule, unless amended on the Quote.
1.10 ‘IT Equipment’ means Servers, virtual Servers and Workstations.
1.11 ‘Spector App’ means the software provided by Spector which is used for reporting and tracking Incidents.
1.12 ‘Planned Maintenance’ means any period of maintenance for which Spector has provided prior notice.
1.13 ‘Server’ means IT Equipment which functions as a server, including physical and virtual servers.
1.14 ‘Site’ means Client’s Site at which IT Equipment is located, as set out in the Quote.
1.15 ‘Workstation’ means IT Equipment which functions as a desktop workstation or laptop computer.
- TERM
2.1 This Agreement will be deemed to come into effect on acceptance of the Client’s Quote by Spector and shall run until the RFS Date (the ‘Run-Up Period’) and following the RFS Date for the Minimum Term as set out in the Quote.
2.2 This Agreement shall continue to run after the expiry of the Minimum Term (or subsequent Additional Term) for an Additional Term. The duration of the Additional Term shall be twelve months, unless otherwise set out on the Quote. Spector shall, not less than ninety days prior to the end of the Minimum Term or any Additional Term thereafter, notify the Client of changes to Charges and any other changes to the terms of this Agreement. In the event that:
2.2.1 The Client serves notice to terminate this Agreement in accordance with clause 9, this Agreement shall terminate at the end of the Minimum Term or Additional Term thereafter;
2.2.2 The Client notifies Spector of acceptance of changes, the Agreement shall continue in force for an Additional Term;
2.2.3 The Client fails to notify Spector of acceptance of changes and fails to serve notice to terminate, such failure to notify Spector shall imply that the changes have been accepted and the Agreement shall continue in force for an Additional Term.
- PROVISION OF SERVICES
3.1 Managed Backup Services are provided to enhance the security of the Client’s data. Managed Backup Services will be provided by Spector remotely. For the avoidance of doubt, Managed Backup Services do not include the provision or support of network connectivity outside of the Client’s Site, which is required to enable the Services.
3.2 The Services comprise Managed Backup Services which are described in the Service Schedule. Spector shall use reasonable endeavours to provide the Managed Backup Services 24 x 7 x 365. The Services include:
3.2.1 Server Backup; and / or
3.2.2 Microsoft 365 account backup;
as set out on the Quote.
3.3 Certain Managed Backup Services provided by Spector rely upon Cloud-Based Utilities and:
3.3.1 Spector shall use reasonable endeavours to provide the Cloud-Based Utilities 24 x 7 x 365;
3.3.2 Spector cannot guarantee and does not warrant that the Cloud-Based Utilities will be free from interruptions, including:
- a) Interruption of the Cloud-Based Utilities for operational reasons and temporary degradation of the quality of the Cloud-Based Utilities;
- b) Interruption of the connection of the Cloud-Based Utilities to other network services provided either by Spector or a third party; and
- c) Any such interruption of the Cloud-Based Utilities referred to in this sub-clause shall not constitute a breach of this Agreement.
3.3.3 Although Spector will use reasonable endeavours to ensure the accuracy and quality of the Cloud-Based Utilities, such Cloud-Based Utilities are provided on an “as is” basis and Spector does not make any representations as to the accuracy, comprehensiveness, completeness, quality, currency, error-free nature, compatibility, security or fitness for purpose of the Cloud-Based Utilities.
- ACCEPTABE USE
4.1 The Client agrees to use the Managed Backup Services in accordance with the provisions of this Agreement, any relevant Service literature and all other reasonable instructions issued by Spector from time to time.
4.2 The Client agrees to ensure that the Services is not used by its End Users to:
4.2.1 Store materials or data breach of the rights of third parties, including but not limited to those of quiet enjoyment, privacy and copyright;
4.2.2 Carry out any fraudulent, criminal or otherwise illegal activity;
4.2.3 In any manner which in Spector’s reasonable opinion brings Spector’s name into disrepute;
4.2.4 Act in any way which threatens the security or integrity of the Managed Backup Services.
4.2.5 Connect to the Managed Backup Services insecure equipment or services able to be exploited by others to carry out actions which constitute a breach of this Agreement.
4.3 The Client agrees to immediately disconnect (and subsequently secure prior to reconnection) equipment generating data which contravenes this Agreement upon becoming aware of the same and / or once notified of such activity by Spector.
4.4 The Client agrees, subject to the provisions of sub-clause 10.13 of the General Terms and Conditions to indemnify Spector against all costs, damages, expenses or other liabilities arising from any third-party claim which arises from the Client’s breach of this clause 4.
- THE CLIENT’S OBLIGATIONS
5.1 During the term of this Agreement, the Client shall:
5.2 Pay all additional Charges levied by Spector, including those arising from usage-based components of the Services.
5.3 Shall ensure that user-names, passwords and personal identification numbers are kept secure and:
5.3.1 On a regular basis, change access passwords for all equipment that in the Client’s reasonable opinion, may be liable to access by unauthorised persons;
5.3.2 Change passwords as appropriate when employees leave;
5.3.3 Use strong passwords;
5.3.4 Not remove or otherwise circumvent any security measures applied or advised by Spector;
5.3.5 Immediately notify Spector in the event that, or there is reasonable suspicion that such information has become known to any unauthorised person.
5.4 Accept that is the Client’s sole responsibility to take all reasonable steps, including the implementation of anti-virus systems, security updates, firewalls and staff training, to prevent the introduction of Malware into the IT Equipment.
5.5 Be responsible for providing external network connectivity, including access to the Public Internet, as required for the correct functioning of the IT Equipment and any Cloud-Based Utilities provided by Spector.
- SPECTOR’S OBLIGATIONS
During the term of this Agreement, and subject to the performance by the Client of its obligations hereunder, Spector shall:
6.1 Provide the Managed Backup Services set out in the Quote and described in the Service Schedule, subject to any service limitations set out in the Quote and Service Schedule.
6.2 During the Hours of Cover, make available a Helpdesk that shall provide support and guidance in the use of the Services and manage the resolution of all Managed Backup Services-related Incidents raised by the Client.
6.3 Monitor the performance of the Managed Backup Services.
6.4 Respond to Incidents raised by the Client and make reasonable endeavours to repair any Incident that is within the Backup Service or directly caused by Spector, its employees, agents, subcontractors or suppliers.
6.5 Proactively respond to Incidents reported by the Managed Backup Services and make reasonable endeavours to repair any Incident that is within the Services.
- Clause Intentionally Unused
- GENERAL
8.1 Spector may perform any Planned Maintenance that may limit the availability of the Cloud-Based Utilities. Planned Maintenance will be scheduled to minimise disruption to the Client. The Client will be notified at least forty eight hours prior to such Planned Maintenance taking place.
8.2 Spector may be unable to provide prior notice of Emergency Maintenance, but will endeavour to minimise the impact of any such maintenance on the Client.
8.3 If Spector carries out work in response to an Incident reported by the Client and Spector subsequently determines that such Incident either was not present or was caused by an act or omission of the Client, Spector shall be entitled to charge the Client at its prevailing rate.
8.4 If the Client suffers a Data Security Event and subsequently requests assistance from Spector, it is the Client’s sole responsibility to ensure that such request for assistance will not breach the terms of any cyber-insurance policy that the Client has in place, prior to requesting assistance from Spector.
8.5 The Client hereby consents to Spector and its sub-contractors accessing Servers and Workstations that are backed up under the terms of this Agreement, for the sole purpose of providing the Services.
- TERMINATION
9.1 In addition to the provisions of clause 11 of the General Terms and Conditions, this Agreement may also be terminated:
9.1.1 By either party by giving the other not less than ninety days’ notice in writing to terminate at the end of the Minimum Term or at any Additional Term thereafter;
9.1.2 By the Client giving thirty days’ notice in writing if Spector makes a change to the Services or terms of this Agreement which is materially disadvantageous to the Client (for the avoidance of doubt, not including changes to Charges) PROVIDED THAT such notice is given within twenty eight days of the effective date of the change and such change does not arise from a statutory requirement issued by government, a regulatory body or other competent authority.
- CHARGES AND PAYMENT
10.1 Invoices for fixed periodic Charges shall be raised in advance of the relevant period. The invoicing period is set out in the Quote.
10.2 Invoices for additional services, including any usage-based Charges, set-up and installation Charges will be raised in arrears.
10.3 Spector shall commence charging for the Managed Backup Services from the RFS Date, regardless of the date on which the Client commences use of the Managed Backup Services. If the RFS Date does not correspond with Spector’s invoicing period as set out in the Quote, Spector shall charge the Client at a pro-rata rate for the first invoicing period.
10.4 The Client acknowledges that the Charges for the Minimum Term are calculated by Spector in consideration inter alia of the setup costs to be incurred by Spector and the length of the Minimum Term offered.
10.5 The Client agrees that it shall be liable for termination Charges if this Agreement is terminated by:
10.5.1 The Client terminating this Agreement for convenience prior to the end of the Minimum Term or Additional Term, whereupon the Client shall be liable for the fixed periodic Charges payable for the remainder of the current term;
10.5.2 Spector terminating this Agreement prior to the end of the Minimum Term or Additional Term by reason of the Client’s un-remedied breach of the terms of this Agreement, whereupon the Client shall be liable for the fixed periodic Charges payable for the remainder of the current term.
10.6 The Client shall not be liable for termination Charges if this Agreement is terminated by:
10.6.1 The Client at the end of the Minimum Term or any Additional Term thereafter PROVIDED THAT the Client properly serves written notice to terminate, in accordance with clause 9 hereof;
10.6.2 Spector at any time if it can no longer provide the Services or part thereof;
10.6.3 The Client by reason of Spector’s un-remedied or repeated breach of the terms of this Agreement;
10.6.4 A right of termination arises under the provisions of sub-clause 9.1.2.
- LIMITATIONS AND EXCLUSIONS
11.1 In addition to the terms set out in clause 12 of the General Terms and Conditions, Spector shall also be entitled to suspend the provision of Services, in whole or part, without notice due to Spector being required by governmental, emergency service, regulatory body or other competent authority to suspend Services.
11.2 Whilst Spector’s monitoring of the Service is intended to proactively identify most system-related issues, Spector does not warrant and cannot guarantee that the its monitoring will identify all Service-related issues and shall not be liable for any losses, damages or costs unless such result directly from the negligence of Spector.
11.3 In the event of data loss by the Client (whether caused by a Data Security Event or any other reason), Spector’s responsibility shall be limited to restoration of the latest backup of the applicable data.
11.4 This Agreement does not include:
11.4.1 Recovery of Client data whose loss can be reasonably attributed to accidental deletion, mis-use or negligence by the Client;
11.4.2 The recovery of Client’s data that results from Malware infection.
Spector may at its sole discretion provide any of the excluded services listed in this sub-clause 11.4, and charge for the supply thereof at its prevailing rates.
Service Schedule
Under the terms of this Agreement, Spector will provide server backup and recovery, Microsoft 365 backup and recovery or both, as set out on the Quote.
- Server Backup and Recovery
1.1 Spector provides a number of backup and recovery options. The options selected are set out on the Quote. Options include:
Backup to a resilient backup appliance which is located at the Client’s Site
Backup to a resilient backup appliance which is located at the Client’s Site, an image of which is backed up in Spector’s Backup Partner’s Data Centre.
Backup directly to Spector’s Backup Partner’s Data Centre.
Dependent on the options selected, backups can be made at image (Server or virtual Server) or file / folder level
1.2 Spector backup partner’s Data Centre is EU-based.
1.3 Backups are encrypted at rest and during transmission.
1.4 The Backup and Recovery Service is fully managed by Spector.
1.5 The backup system will automatically notify Spector of backup success, errors and failures;
1.6 In the event of a backup failure, Spector’s support team will receive an alert from the backup system and will investigate the problem to identify the root cause.
1.7 Backup frequency and retention periods are set out as per defined standard policy.
1.8 Data restores are only initiated when requested by an authorised Client representative; and
The recovery point objective will be no later than the time of the backup prior to the system failure that resulted in the request for restoration
The recovery time objective will be determined by the Hours of Cover
Data can be restored at various levels of granularity, including image, folder or file level, as requested by the Client
1.9 Disaster Recovery
1.9.1 Some of the backup and recovery options offered by Spector include facilities to manually (that is, the recovery mode is active-passive) spin up a disaster recovery environment in the event a ‘disaster’ via Spector Backup Partner recovery environment. Dependent on the options selected, the disaster recovery server may be located:
On the Client’s Site-based resilient backup appliance
At Spector’s backup Partner’s Data Centre, where such service will be available for a maximum of 30 days, as set out on the Quote
1.9.2 If the Client’s server becomes unavailable for use, Spector will either:
Initiate failover to the backup appliance at the Client’s Site; or
Initiate failover to a disaster recovery server within its partner Data Centre and provide temporary access to the Client’s End Users until such time as access to the server is restored
1.10 The recovery point objective will be determined by the backup and recovery option selected.
1.11 The recovery time objective will be determined by the Hours of Cover.
1.12 If requested, Spector shall carry out disaster recovery testing as agreed with the Client; such testing will be chargeable at Spector’s prevailing rate.
- Backup Service for Microsoft 365
Spector’s Backup Service for Microsoft 365 protects the Client against loss of data that is held within Microsoft’s cloud infrastructure. Unexpected data loss can typically be due to user error or occur if an End User subscription expires, and Spector’s service, in addition to providing the Client with additional control over its data, mitigates the risk of such data loss.
2.1 Spector will back-up the Client’s Microsoft 365 data based on the number of End Users and storage capacity set out on the Quote; backup data is stored with our 3rd party backup provider, Barracuda.
2.2 Microsoft 365 backups include:
OneDrive file and folder data backups (documents), per End User
Exchange data, including emails, email attachments, notes, deleted items, contacts (excluding photographs), tasks and calendar events (including attendees, recurrence, attachments and notes)
SharePoint primary, custom, group and team site collections; folders, document libraries and sets; site assets, templates and pages
Groups (including conversations, plans, files, sites and calendar)
Teams (including wiki and chat)
2.3 Backups can be configured to run automatically or on-demand.
2.4 The Backup and Recovery Service is fully managed by Spector.
2.5 The backup system will automatically notify Spector of backup success or failure.
2.6 Backups are encrypted at rest and during transmission.
2.7 Backup data will be retained for 1 year.
2.8 Data restoration:
Data restores will only be initiated by Spector when requested by an authorised representative of the Client
Spector will use reasonable endeavours to restore data at the level of granularity (including image, directory or file level) requested by the Client
Spector will use reasonable endeavours to restore data to the location that is specified by the Client
2.9 Whilst Spector shall execute automatic backups and monitor the performance of the backup service 24 x 7 x 365, Spector will carry out the following activities during the Hours of Cover:
Respond to Client requests for data restores
Respond to and investigate any Incidents that arise in the service which cannot be remediated automatically, whether raised by the Client or by Spector’s monitoring agents
2.10 Data Restore
If requested by the Client, Spector will perform test Data Restores of backed-up data to ensure that backups are functioning correctly. This will be implemented by Spector agreeing with the Client a test target (for example a mailbox or SharePoint Site) and carrying out the test restore at an agreed time. Spector shall be entitled to charge the Client at its prevailing rates for each Data Restore carried out.
- Change Request Processing
Change Requests shall be limited to changes to the backup Configuration of the existing Services and subject to fair use shall not result in changes to the Charges made for the Services. Backups for additional End Users or Servers will be subject to a new Quote.
3.1 Spector shall process a Change Request made by the Client as follows:
Spector shall verify the Change Request and notify the Client of its response
Provided that Spector agrees with the Change Request, Spector shall implement the change
If Spector does not agree with the Change Request, Spector will explain the reasons, including any associated risks, to the Client (‘Queried Change Request’)
3.2 The Client may formally (ie, in writing) request that Spector implement a Queried Change Request. In response to such a request, Spector may at its sole discretion, do either:
Implement the Queried Change Request on the understanding that the Client understands and accepts the risks involved. Under these circumstances Spector shall have no liability to the Client in the event that the change causes degradation to the Service, including malfunctioning or security risk
Offer to provide consultancy services to the Client, with the objective of finding an alternative solution. Consultancy is chargeable at Spector’s prevailing rate
3.3 Spector will normally implement agreed Change Requests during the Working Day. If requested, Spector may implement Change Requests outside of the Working Day, and will be entitled to charge the Client at its prevailing rate.
- Helpdesk
4.1 During the Working Day, Spector’s Helpdesk provides support and assistance in the use of the Managed Backup Services, including the following:
Management of the prompt resolution of Incidents arising within the Managed Backup Services which are identified by Spector’s monitoring system
Management of the prompt resolution of Incidents arising within the Managed Backup Services which are raised by the Client
Escalation management if required in the event of protracted issue resolution
Management of Change Requests made by the Client
Monitoring the Backup Service for availability
4.2 The Client shall raise Incident reports by one of the following methods:
Via the Spector App
By Email to Spector’s Helpdesk: helpdesk_at_Spector.ie
By Telephone to Spector’s Helpdesk: +353 1 6644190
4.3 The Helpdesk is available from 8.00am to 6.00pm Monday to Friday, excluding bank holidays.
4.4 Spector shall aim to make an initial response to the Client’s request for assistance within two Working Hours of the Client raising the Incident report and shall use reasonable endeavours to resolve the Incident.
- Complaint Handling
5.1 If dissatisfied with any Services-related matter, the Client should make a complaint using the following escalation path. If the complaint remains unresolved, the Client should escalate to the next level in the escalation path.
Email Support@spector.ie
Communicate with Spector Operations Team – 01 6644190, email ops@spector.ie
Communicate with Senior Management – 01 6644190, email P1@spector.ie
Escalation Level Role Contact Details
David Dunwoody – Service Desk Team Lead, david.dunwoody@spector.ie
Jamie Crooks– Operations Manager, jamie.crooks@spector.ie
Complaint Handling Contacts
Kane Caswell – Commercial Manager, kane.caswell@spector.ie
5.2 Formal complaints can be made by e-mail or telephone, and will be responded to within three Working Days.