Landmark Technologies -Terms of Service – Managed Backup Services

1. SUPPLEMENTARY DEFINITIONS

1.1 ‘Backup Agent’ means a software utility which either resides on Workstations or Servers or is a Cloud-Based Utility for the purpose of enabling backups.

1.2 ‘Change Request’ means a request by the Client to change the configuration of the Services.

1.3 ‘Cloud-Based Utility’ means an ancillary third party provided service, including backup and backup monitoring which will be used by Landmark in support of the Managed Backup Services.

1.4 ‘Cloud-Hosted Services’ means cloud-based services that the Client subscribes to, including Microsoft 365, Google Workspace, Microsoft Azure and Amazon Web Services (‘AWS’).

1.5 ‘Configuration’ means the configuration of the backup.

1.6 ‘Customer Portal’ means Landmark’s web-based service which enables the raising of Tickets, reviewing of Tickets and reviewing Landmark’s recommendations, by the Client.

1.7 ‘Data Centre’ means a remote data storage facility.

1.8 ‘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.

1.9 ‘Emergency Maintenance’ means any period of maintenance for which, due to reasons beyond its reasonable control, Landmark is unable to provide prior notice of.

1.10 ‘End User’ means a user of the IT Equipment.

1.11 ‘Hours of Cover’ means the hours of cover set out in the Service Schedule, unless amended on the Order.

1.12 ‘IT Equipment’ means Servers, Virtual Servers and Workstations.

1.13 ‘Managed Backup Services’ means services that provide data backup for Servers, Workstations and Cloud-Hosted Services.

1.14 ‘Planned Maintenance’ means any period of maintenance for which Landmark has provided prior notice.

1.15 ‘Server’ means IT Equipment which functions as a server, including physical and virtual machines (‘Virtual Server’).

1.16 ‘Service Desk’ means Landmark’s dedicated team of qualified support technicians.

1.17 ‘Site’ means Client’s Site at which IT Equipment is located, as set out in the Order.

1.18 ‘Ticket’ means the Client’s report of an Issue to Landmark.

1.19 ‘Workstation’ means IT Equipment which functions as a desktop workstation or laptop computer.

2. TERM

2.1 This Agreement will be deemed to come into effect on the Commencement Date 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 Order.

2.2 Unless terminated by in accordance with clause 9, this Agreement shall continue to run after the expiry of the Minimum Term (or subsequent Additional Term) for an Additional Term.

2.3 Landmark shall, not less than thirty 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:

2.3.1 The Client serves notice to terminate this Agreement in accordance with clause 9 hereof, this Agreement shall terminate at the end of the Minimum Term or any Additional Term; or

2.3.2 The Client notifies Landmark of acceptance of changes, the Agreement shall continue in force for the duration of an Additional Term; or

2.3.3 The Client fails to notify Landmark of acceptance of changes and fails to serve notice to terminate, such failures to notify Landmark shall imply that the changes have been accepted and the Agreement shall continue in force for the duration of an Additional Term.

2.4 The duration of any Additional Term shall be one year, unless otherwise set out on the Order.

3. 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 Landmark 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. Landmark shall use reasonable endeavours to provide the Managed Backup Services 24 x 7 x 365. The Services include:

3.2.1 Server backup;

3.2.2 Workstation backup;

3.2.3 Server disaster recovery;

3.2.4 Cloud-Based Services backup;

as set out on the Order.

3.3 Certain Managed Backup Services provided by Landmark rely upon Cloud-Based Utilities and:

3.3.1 Landmark shall use reasonable endeavours to provide the Cloud-Based Utilities 24 x 7 x 365;

3.3.2 Landmark 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 Landmark 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 Landmark will use reasonable endeavours to ensure the accuracy and quality of the Backup Agents, such Backup Agents are provided on an “as is” basis and Landmark does not make any representations as to the accuracy, comprehensiveness, completeness, quality, currency, error-free nature, compatibility, security or fitness for the Client’s purpose of the Backup Agents.

4. ACCEPTABLE 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 Landmark 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 Act in any way which threatens the security or integrity of the Managed Backup Services.

4.2.4 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 Landmark.

4.4 The Client agrees, subject to the provisions of sub-clause 10.13 of the General Terms and Conditions to indemnify Landmark 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.

5. THE CLIENT’S OBLIGATIONS

5.1 During the term of this Agreement, the Client shall:

5.2 Pay all additional Charges levied by Landmark, including those arising from storage-volume-based components of the Services.

5.3 Shall ensure that user-names, passwords and personal identification numbers are kept secure and:

5.3.1 Change passwords as appropriate when employees leave;

5.3.2 Use strong passwords;

5.3.3 Not remove or otherwise circumvent any security measures applied or advised by Landmark;

5.3.4 Immediately notify Landmark in the event that, or there is reasonable suspicion that such information has become known to any unauthorised person.

5.4 Accept that it is the Client’s sole responsibility to take all reasonable steps, including the implementation of anti-Malware 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 Landmark.

6. LANDMARK’S OBLIGATIONS

During the term of this Agreement, and subject to the performance by the Client of its obligations hereunder, Landmark shall:

6.1 Provide the Managed Backup Services set out in the Order and described in the Service Schedule, subject to any service limitations set out in the Order and Service Schedule.

6.2 During the Hours of Cover, make available a Service Desk that shall provide support and guidance in the use of the Services and manage the resolution of all Managed Backup Services-related Issues raised by the Client.

6.3 Monitor the performance of the Managed Backup Services.

6.4 Respond to Issues reported by the Client and make reasonable endeavours to repair any Issue that is within the Backup Service or directly caused by Landmark, its employees, agents, subcontractors or suppliers.

6.5 Proactively respond to Issues reported by the Managed Backup Services and make reasonable endeavours to repair any Issue that is within the Services.

7. Clause Intentionally Unused

8. GENERAL

8.1 Landmark 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 Landmark 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 Landmark carries out work in response to a reported Issue and Landmark subsequently determines that the underlying Issue either was not present or was caused by an act or omission of the Client, Landmark 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 Landmark, 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 Landmark.

8.5 The Client hereby consents to Landmark 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.

8.6 Landmark shall be entitled to change its supplier of services which underpin the Managed Backup Services during the term of this Agreement and in the event of such a change:

8.6.1 Landmark will store the Client’s backup data held by the original supplier for a period equal to the lesser of the retention period set out on the Order or Service Schedule (as applicable) and six months;

8.6.2 If the Client wishes to store backup data for a longer period than that contemplated in sub-clause 8.6.1:

a) The Client should advise Landmark as soon as reasonable possible; and

b) The Client acknowledges that Landmark shall be entitled to Charge the Client for the requested extended storage time.

8.7 In the event that on commencement of this Agreement the Client has a pre-existing backup service (‘Legacy Backup Service’) in place which was not supplied by Landmark, and the Client wishes to maintain the backup data in the Legacy Backup Service, the Client:

8.7.1 Will advise Landmark of its decision;

8.7.2 Acknowledges that the Client shall be responsible for bearing the cost of maintaining the Legacy Backup Service;

8.7.3 Acknowledges that from commencement of this Agreement, no further backup data will be stored in the Legacy Backup Service;

8.7.4 Acknowledges that backup data will be retained in the Legacy Backup Service according to the terms of the Legacy Backup Service;

8.7.5 Acknowledges that if Landmark is requested to retrieve backup data from the Legacy Backup Service, Landmark shall be entitled to Charge the Client for such work.

9. 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 thirty 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 Landmark makes a change to the Services which is materially disadvantageous to the Client (for the avoidance of doubt, not including changes to Charges) PROVIDED THAT such notice is given within thirty 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.

10. CHARGES AND PAYMENT

10.1 Invoices for Recurring Charges shall be raised in advance of the relevant period. The invoicing period is set out in the Order.

10.2 Invoices for additional services, including any usage-based Charges, set-up and installation Charges will be raised in arrears.

10.3 Landmark 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 Landmark’s invoicing period as set out in the Order, Landmark 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 Landmark in consideration inter alia of the setup costs to be incurred by Landmark and the length of the Minimum Term offered.

10.5 The Client agrees that it shall be liable for Early 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 Recurring Charges payable for the remainder of the current term;

10.5.2 Landmark 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 Recurring Charges payable for the remainder of the current term.

10.6 The Client shall not be liable for Early 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 Landmark at any time if it can no longer provide the Services or part thereof;

10.6.3 The Client by reason of Landmark’s un-remedied or repeated breach of the terms of this Agreement;

11. LIMITATIONS AND EXCLUSIONS

11.1 In addition to the terms set out in clause 12 of the General Terms and Conditions, Landmark shall also be entitled to suspend the provision of Services, in whole or part, without notice due to Landmark being required by governmental, emergency service, regulatory body or other competent authority to suspend Services.

11.2 In the event of data loss by the Client (whether caused by a Data Security Event or any other reason), Landmark’s responsibility shall be limited to restoration of the latest available backup of the applicable data.

11.3 This Agreement does not include:

11.3.1 Recovery of Client data whose loss can be reasonably attributed to accidental deletion, mis-use or negligence by the Client;

11.3.2 The recovery of Client’s data that results from Malware infection;

11.3.3 Any professional services that may be required in the event of invoking a backup or disaster recovery.

Landmark may at its sole discretion provide any of the excluded services listed in this sub-clause 11.3, and charge for the supply thereof at its prevailing rate.

11.4 During its on-boarding process, Landmark will attempt to install the tools required to deliver the Services, including Backup Agents (the ‘Tools’) onto the Client’s Workstations and Servers. If by the conclusion of the on-boarding process Landmark has been unable to install its Tools on any Workstation or Server that it is reasonably aware of, Landmark shall notify the Client and thereafter it shall be the responsibility of the Client to arrange a mutually convenient time for the installation of such Tools on the remaining Workstations and Servers. Landmark will not accept any responsibility for any losses, damages or costs that arise due to the lack of installation of Tools on the notified Workstations and Servers prior to the installation of its Tools.

Service Schedule

The following Service Schedule sets out all of the Services that may be provided by Landmark within these Supplementary Terms. The actual Services to be provided under the terms of this Agreement are listed on the Order.

1. Backup Management

Landmark will provide Backup Management for all types of backup that are provided. Backup Management includes:

• Backup strategy: Landmark will review and update which data needs to be backed up, how frequently backups need to be taken and how long the backups are to be retained, ensuring that data remains effective as the Client’s business evolves. This includes reviewing the backup frequency, retention periods and the backup solution employed
• BCDR planning: Factors such as the criticality of the data, the frequency of data changes and the Client’s requirements for recovery point objective (RPO) and recovery time objective (RTO) will be addressed where a BCDR plan has been implemented
• Where third parties have added new applications and or data sets, Landmark will, working with the third party, implement a backup strategy as required by the third party
• Backup solution: Landmark will review and recommend a backup solution that fits the Client’s backup strategy. There are numerous backup solutions available and Landmark will recommend a solution that offers good performance, reliability, scalability and security
• Protection and compliance: Landmark requires that all backup solutions are both “air gapped” (to reduce the risk posed by ransomware attacks) and immutable (for standards compliance)
• Backup Automation: Landmark, using an advanced Software Tool set, will automate the backup and reporting processes where possible by the solution in place

Backup testing:

• Physical Servers: Landmark will regularly test backups by restoring a subset of data and check that the data is restored correctly
• Virtual Servers: For Microsoft Azure, Google Workspace and AWS, where these features are supported by the server backup system in place, Landmark will compete regular spin ups for Virtual Server backups to check image consistency
• Ensure the backup is recent: Landmark will check that the backups are recent and include all necessary data
• Verify the backup integrity: Landmark will check the backup integrity to ensure that it is not corrupted or incomplete
• Check Virtual Server configuration: Landmark will, if appropriate ensure that the Virtual Server configuration, such as the CPU, memory and storage requirements, match the original Virtual Server configuration
• Test network connectivity: Test the network connectivity of any spun-up backup Virtual Machine to ensure that it can communicate with other devices on the network.
• Monitor backups: Monitor backups to ensure that they are running correctly and on schedule
• Set up alerts for backup failures and monitor backup logs for any issues

For Microsoft Azure, Google Workspace and AWS:

• Monitor the resources: Monitor the spun-up resources for any issues or errors. This will help to ensure that the resources are working correctly and that there are no issues with the spun-up environment
• Check the costs: Spinning up backup Virtual Servers may incur additional Charges, Landmark will check the costs associated with spinning up the resources to ensure that they are within the Client’s budget

2. Server and Workstation Backup and Recovery

2.1 Landmark will provide Server backups (‘Server Backup’) and / or Workstation backups (‘Workstation Backup’) as set out on the Order.

2.2 Landmark provides a number of backup and recovery options. The options selected are set out on the Order. 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 Landmark’s Data Centre
• Backup to a resilient backup appliance which is located at the Client’s Site with a parallel backup to Landmark’s EU-based Data Centre
• Cloud-based backup with backup data held at either Landmark’s Data Centre or at a location specified and under the responsibility of, the Client
• Dependent on the options selected, backups can be made at image (Server or Virtual Server) or file / folder level

2.3 Landmark’s Data Centre is EU-based.

2.4 Backups are encrypted at rest and during transmission.

2.5 The Backup and recovery service is fully managed by Landmark, subject to the limitations set out in clause 11.

2.6 The backup system will automatically notify Landmark of backup success, errors and failures;

2.7 In the event of a backup failure, Landmark’s support team will receive an alert from the backup system and will investigate the problem to identify the root cause.

2.8 Backup frequency and retention periods are set out on the Order.

2.9 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

3. Server Disaster Recovery

3.1 Some of the backup and recovery options offered by Landmark include facilities to manually (that is, the recovery mode is active-passive) spin up a disaster recovery server in the event a ‘disaster’ at the Client’s Site. Dependent on the options selected, the disaster recovery server may be located:

• On the Client’s Site-based resilient backup appliance
• On the Client’s Site-based resilient backup appliance, with backup at Landmark’s Data Centre
• At Landmark’s Data Centre, where such service will be available for a number of days, as set out on the Order

3.2 If the Client’s server becomes unavailable for use, Landmark will either:

• Initiate failover to the backup appliance at the Client’s Site; or
• Initiate failover to a disaster recovery server within its Data Centre and provide temporary access to the Client’s End Users until such time as access to the server is restored

3.3 The recovery point objective will be determined by the backup and recovery option selected.

3.4 The recovery time objective will be determined by the Hours of Cover.

3.5 The provision of the Server Disaster Recovery service is contingent on the Client purchasing Landmark’s Server Backup and Recovery service.

4. Backup Service for Cloud-Hosted Services

Landmark’s Backup Service for Cloud-Hosted Services provides cloud-based backup for services including Microsoft 365, Google Workspace, Azure and AWS. Landmark’s Backup Service for Cloud-Hosted Services protects the Client against loss of data that is held within cloud-based infrastructure. Unexpected data loss can typically be due to user error or occur if an End User subscription expires, and Landmark’s service, in addition to providing the Client with additional control over its data, mitigates the risk of such data loss.

4.1 Backup data is securely stored at Landmark’s Data Centre.

4.2 Backups are incremental and run automatically once daily.

4.3 The Backup and Recovery Service is fully managed by Landmark, subject to the limitations set out in clause 11.

4.4 The backup system will automatically notify Landmark of backup success or failure.

4.5 Backups are encrypted at rest and during transmission.

4.6 Backup data will be retained for the period set out on the Order.

4.7 Microsoft 365 backups are based on the number of End Users and storage capacity set out on the Order and 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)
• Audit logs, data controls and export capabilities

4.8 Google Workspace backups are based on the storage capacity set out on the Order and include:

• Gmail
• Contacts
• Calendar
• Contacts
• Sites
• Drive
• Shared Drives

4.9 Azure and AWS backups are based on the storage capacity set out on the Order and include:

• Virtual Server images

4.10 Data restoration:

• Data restores will only be initiated by Landmark when requested by an authorised representative of the Client
• Landmark will use reasonable endeavours to restore data at the level of granularity (including image, directory, mailbox or file level) requested by the Client
• Landmark will use reasonable endeavours to restore data to the location that is specified by the Client

4.11 Whilst Landmark shall execute automatic backups and monitor the performance of the backup service 24 x 7 x 365, Landmark will carry out the following activities during the Hours of Cover:

• Respond to Client requests for data restores
• Respond to and investigate any Issues that arise in the service which cannot be remediated automatically, whether raised by the Client or by Landmark’s monitoring agents

5. Change Request Processing

5.1 Change Requests that are limited to changes to the backup Configuration of the existing Services may result in Charges being made for the implementation of the Change Request. Such chargeable Change Requests will be subject to a quotation and Order.

5.2 Change Requests for backups for additional End Users, Workstations or Servers will be subject to a change to the Recurring Charges, may be subject to implementation Charges and will be subject to an additional Order.

5.3 Landmark shall process a Change Request made by the Client as follows:

• Landmark shall verify the Change Request, notify the Client of its response and raise a quotation
• Provided that Landmark agrees with the Change Request, Landmark shall implement the change on the Client’s acceptance of the quotation
• If Landmark does not agree with the Change Request, Landmark will explain the reasons, including any associated risks, to the Client and offer to provide consultancy services to the Client, with the objective of finding an alternative solution. Consultancy is chargeable at Landmark’s prevailing rate
• Landmark will notify the Client of the timescale for implementing the agreed Change Request

6. Service Desk

6.1 During the Working Day, Landmark’s Service Desk provides support and assistance in the use of the Managed Backup Services, including the following:

• Management of the prompt resolution of Issues arising within the Managed Backup Services which are identified by Landmark’s monitoring system
• Management of the prompt resolution of Issues 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

6.2 The Client shall report Issues by one of the following methods:

• Via Email: support @ landmark.ie
• Via the Customer Portal
• By Telephone to Landmark’s Service Desk: +353 (0)1 620 5500

6.3 The Service Desk Hours of Cover are from 8am to 6pm Monday to Friday, excluding bank and public holidays.

6.4 Landmark shall aim to make an initial response to the Client’s request for assistance within fifteen minutes of the Client reporting an Issue.

7. Complaint Handling

7.1 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:

Escalation Level	Role	Contact Details
1	Partner Manager	partner@landmark.ie +353 (0) 1 620 5500
2	Operations Director	jmoore@landmark.ie +353 (0) 1 620 5500
3	Managing Director	ken@landmark.ie +353 (0) 1 620 5500

7.2 Landmark will respond to complaints within two Working Days.