Managed Disaster Recovery and/or Business Continuity
The following services (collectively, “Services”) may be provided to Client:
Entech’s backup (“BDR”) solution uses industry-recognized products and software to help ensure the security and integrity of Client’s data. However, Client understands and agrees that all data transmitted over the Internet may be subject to malware and computer contaminants such as viruses, worms and trojan horses, as well as attempts by unauthorized users, such as hackers, to access or damage Client’s data. Neither Entech nor its designated affiliates will be responsible for the outcome or results of such activities. Data recovery time will depend on a number of factors, some of which may be out of the control of Entech, including but not limited to, availability of cloud, equipment, or other server data storage, the amount of data being restored, resources available as a result of force majeure events, the speed and reliability of Client’s Internet connection.
BDR services require a reliable, always-connected Internet solution. Internet and telecommunications outages will prevent the BDR services from operating correctly. In addition, all computer hardware is prone to failure due to equipment malfunction, telecommunication-related issues, etc., for which Entech shall be held harmless. Client is strongly advised to use data verification functionality (if available) to ensure the integrity of Client’s stored data. Client is further advised to take all verification errors seriously and agrees to contact Entech immediately if verification errors are repetitive and/or cannot be remedied.
Due to technology limitations, all computer hardware, including communications equipment, network servers and related equipment, has an error transaction rate that can be minimized, but not eliminated. As such, Client understands and agrees that any data sent to or stored by Entech may become corrupted or lost due to communication or hardware-related failures. Entech cannot and does not warrant that such data corruption or loss will be avoided, and Client agrees that Entech shall be held harmless if such data corruption or loss occurs.
Unless otherwise expressly stated in an SOW, BDR services do not permit archiving or retrieval of prior document or file versions; only the latest version of a stored document or file is recoverable.
1) Security.
a) Data is encrypted before it leaves client servers with an encryption key. The data is then encrypted again for its transit over the Internet. Files are then stored, in encrypted form, on multiple servers in high security facilities.
b) Each file is encrypted using 128-bit AES encryption technology. 128AES Encrypted data cannot be read without the corresponding keys, so encrypted data cannot be misused, even if it's stolen.
2) Minimum Remote Storage Requirements.
Remote storage is provided in increments of 1GB. Remote storage is tracked on a monthly basis, based on the daily average of the data on the servers being backed up.
3) Ownership of the Data.
The backup data being stored on the BDR appliance and in the cloud remains the sole property of the Client. If the Client chooses to terminate services, Service Provider will provide reasonable assistance to Client for the orderly termination of services. This could involve copying the backup image to an external drive which can be synchronized with the data on the BDR. The Client agrees to pay Service Provider the actual costs of rendering such assistance.
4) Excluded Services.
Service rendered under an SOW does not include:
a) The BDR appliance hardware replacement cost and the cost associated with hardware replacement due to damage, theft or destruction.
b) Backing up of local data that may reside on desktop and laptop machines, unless explicitly defined in this SOW. This SOW encompasses Windows 2012, 2016 and 2019 Servers only.
5) Host Server Backup.
Due to the nature of both server configurations and software architecture, it’s a standard best practice to not backup server “host” machines/servers as part of a managed backup SOW. Backing up host server(s) creates replication of data storage and significantly increase data set and fees associated with this SOW, as such, it’s an accepted best practice in the industry to not back these devices up.
6) Notices.
a) The BDR appliance cannot be modified in any way or the warranty and the management SOW are voided. This includes adding software applications to the BDR itself, adding memory or hard drives.
b) While the cloud replication storage is unlimited, the BDR appliance is sized for current disk storage and server memory capacity. Service provider will notify client in writing if BDR appliance capacity / performance is not sufficient, which may require upgraded hardware appliance to continue to provide Business Continuity Services.
c) Client acknowledges and agrees that Service provider’s ability to provide the backup service is dependent on the necessary access to the backed up site and, should such access, for whatever reason outside Service Provider’s direct control (such as a change in the system or terms and conditions of the TPS which no longer allows the necessary access), be removed or limited Service Provider cannot guarantee that that the backup service will include the necessary connection to such backed up site or otherwise perform as intended. Consequently, the backup data may not be restorable if copying of the selected or changed files has been completed if the password on a backup site is changed or otherwise restrict Service Provider’s access to such site, or if the subscription expires or terminates.
7) Fees.
Unless alternate terms are approved by Entech’s finance department, you agree to maintain an up-to-date pre-authorized method of payment inside Entech’s online payment portal. All agreement invoices are automatically paid on the invoice’s due date by your pre-authorized method of payment selected inside Entech’s online payment portal. If you wish to pay through an alternate payment method, it must be received at least one day prior to the due date; otherwise, the method inside the online payment portal will automatically run.
A) Entech reserves the right, but not the obligation, to charge a 5% collections premium on each invoice where an up-to-date, pre-authorized method of payment is not maintained and active inside Entech’s online payment portal.
B) The prices set forth in an SOW for the Services described will remain in effect for the first twelve (12) months of the term of this SOW. Thereafter, at the start of each consecutive agreement year, Entech reserves the right, but not the obligation, to increase the monthly fee for the Services up to five percent (5%), at Entech’s discretion. The fee increase will be reflected on the next invoice and without a formal written notice to Client.
8) Term.
After the expiration of the initial term, an SOW will automatically renew for contiguous one (1) year terms unless either party notifies the other of its intention to not renew an SOW in writing (as defined in Section 12(p) of the Master Service Agreement) no less than sixty (60) days before the end of the then-current term.
Termination
1) By Client:
The Client shall have the right to provide 60 days’ written notice to terminate an SOW as defined in Section 12(p) of Entech’s Master Service Agreement, either with or without cause.
2) By Entech: Entech shall have the right to terminate an SOW by providing written notice to Customer:
a) Entech shall have the right to provide 60 days’ written notice to terminate an SOW as defined in Section 12(p) of Entech’s Master Service Agreement, either with or without cause.
b) For any delay in payment by Client in excess of thirty (30) days after the date on which such payment is due; or
c) Thirty (30) days following the date Entech gives Client written notification of a breach of an obligation of Client hereunder (other than non-payment), provided Client has not cured the cause for breach within such thirty-day (30-day) period.
3) Payment upon Termination.
In the event that an SOW is terminated by a party for any reason, Client shall remain obligated to pay Entech any and all amounts due and owing to Entech for services rendered through the effective date of such termination. Client agrees that all open invoices must be paid in full prior to the final day of service or within ten (10) calendar days after the final invoice is received. Client acknowledges that Entech cannot begin Offboarding Services or release client-specific information (such as passwords or documentation) until Client has paid all open balances on their account with Entech.
4) Notices.
Delivery of any notices (material breach, non-renewal, etc.) regarding an SOW is defined in Section 12(p) of Entech’s Master Service Agreement.
Last revised May 15, 2022