Cloud Data Backup and
Recovery Standard Terms and Conditions

Offsite / Cloud Data Backup and Recovery Services

These Standard Terms and Conditions (“Terms”) apply to the Offsite / Cloud Data Backup and Recovery Services (“Services”) provided by Assurance IT (“ASSURANCE IT”) to the Customer (“Customer”).

These Terms form part of, and are subject to, the applicable Service Agreement (“Agreement”). In the event of any conflict between these Terms and the Agreement, these Terms shall prevail with respect to the Cloud Data Backup and Recovery Service.

1. Description

ASSURANCE IT will use commercially reasonable efforts to ensure the successful and timely backup and restoration of all Customer data covered by the Services.

ASSURANCE IT will notify the Customer of any critical failed backup operations as agreed upon during the initial setup.

The Customer is solely responsible for maintaining up-to-date contact information.

The Customer is responsible for the integrity of all data targeted for backup.

ASSURANCE IT backs up data “as is, where is” and restores data in the same condition in which it was backed up.

Incremental daily backups allow the Customer to restore data to a prior state, assuming the data was uncorrupted when originally backed up.

2. Data Backup and Recovery Service Fees

Monthly Recurring Data Storage Fees (MRDSF) are billed on a per-terabyte basis as defined in the Service Agreement.

The following non-recurring fees may also apply, with pricing and configuration defined in the Service Agreement:

• Software Agents – Software required to enable servers to use the Data Backup & Recovery Service
• Cloud Connect Replication – Proof of concept testing and validation of replication objectives
• Cloud Connect Backup and Replication Seed – Initial service activation fee
• Custom Installations – Additional professional services as applicable

3. Minimum Service Levels

ASSURANCE IT guarantees the following minimum service levels:

• Data Recovery – 100% recovery of successfully backed-up data
• Data Restoration Initiation – Customers may initiate restores directly using ASSURANCE IT client software. Restoration of online data begins immediately upon request if the Customer environment is operational.

4. Service Level Definitions

• Successfully Backed Up Data
  Data transferred between the Customer’s server and ASSURANCE IT’s data center without error or corruption. Backup success is reported daily.
• Data Restoration Initiation
  Measured from the time ASSURANCE IT receives the restoration request to the time restoration begins. Restoration begins only once the Customer’s environment is ready.
• Measured Unavailable Time for Service
  Begins upon Customer notification of a full outage and ends when the Service is restored. Customer confirmation testing time is excluded.
• Data Retention Time (DRT)
  Follows the backup schedule defined in the Customer’s Veeam configuration.
• Recovery Point Objective (RPO)
  Maximum acceptable data loss measured in time, typically up to 24 hours.
• Recovery Time Objective (RTO)
  Maximum elapsed time required to complete recovery, typically 6–24 hours for datasets under 1 terabyte, depending on environment readiness.

5. Credits for Failure to Meet Service Levels

If ASSURANCE IT fails to meet the minimum service levels, the Customer shall be entitled to the following credits:

To receive a credit, the Customer must submit a written claim within thirty (30) days of the event giving rise to the credit, in accordance with ASSURANCE IT’s Service Level Agreement procedure.

6. Support Call Procedure

Customers must contact the ASSURANCE IT Support Center to report service issues using one of the following methods:

• Online portal: https://assuranceit.zendesk.com/hc/en-us
• Telephone: (877) 892-3399 (Option 3)

Support tickets must include:

• Affected servers
• Problem description
• Relevant technical details

7. Service Level Exemptions

Service degradations or outages will not be considered service-level failures if caused by:

• Scheduled maintenance
• Customer actions or omissions
• Third-party systems outside ASSURANCE IT’s control
• Lack of access to required facilities
• Events covered under ASSURANCE IT’s Standard Terms and Conditions

8. Scheduled and Unscheduled Maintenance

ASSURANCE IT will provide at least three (3) business days’ notice for scheduled maintenance, typically performed during standard maintenance windows.

Unscheduled maintenance due to unforeseen events (e.g., critical failures, vandalism, or natural disasters) will be handled on a best-effort basis, with timely customer notification.

9. Application of Credits

Credits will:

• Be applied to the next billing cycle
• Be calculated based on current monthly rates
• Not exceed the monthly fees for the affected service

Any remaining credits upon termination will be refunded.

10. Cancellation of Services

The Customer may terminate the Services without early termination fees by written notice if:

• (i) Two or more full backups fail in a single month due to an unremedied outage, or
• (ii) An outage caused by ASSURANCE IT remains unresolved for more than thirty (30) days.

11. Legal Terms

11.1 Data Ownership and Privacy

The Customer retains full ownership of all data.

ASSURANCE IT will store, process, and transmit Customer Data solely for the purpose of providing the Services, in accordance with applicable laws, including:

• PIPEDA
• Quebec’s Law 25

11.2 Disclaimer of Warranties

Except as expressly stated, the Services are provided on an “as-is” and “as-available” basis.

ASSURANCE IT disclaims all express or implied warranties, including:

• Merchantability
• Fitness for a particular purpose
• Non-infringement

11.3 Limitation of Liability

ASSURANCE IT’s total cumulative liability relating to these Terms will not exceed the total fees paid by the Customer for the affected Service during the twelve (12) months preceding the claim.

ASSURANCE IT shall not be liable for:

• Indirect damages
• Incidental damages
• Consequential damages
• Data loss
• Business interruption

11.4 Force Majeure

Neither party will be liable for delays or failures caused by events beyond reasonable control, including:

• Natural disasters
• Cyberattacks
• Power failures
• Governmental actions

The affected party must notify the other and resume performance as soon as feasible.

11.5 Termination

Either party may terminate these Terms by written notice if the other party:

• Materially breaches any provision, and
• Fails to correct the breach within thirty (30) days of notice

ASSURANCE IT may terminate immediately for:

• Non-payment
• Misuse of the Services

11.6 Governing Law and Jurisdiction

These Terms are governed by the laws of:

• The Province of Quebec
• The applicable federal laws of Canada

The courts of the District of Montreal have exclusive jurisdiction.

11.7 Entire Agreement and Precedence

These Terms:

• Form part of the overall Agreement between ASSURANCE IT and the Customer
• Prevail in case of conflict for Cloud Backup and Recovery Services

All other provisions of the Agreement remain in full force, including:

• Confidentiality
• Intellectual property
• Payment terms