Backup and Disaster Recovery Service Agreement

Last Updated: June 2026

This Backup and Disaster Recovery Service Agreement (“Agreement”) is entered into between Affordable Computer Solutions 1, INC (“ACS”) and the Customer identified on the applicable quote, proposal, invoice, service agreement, or recurring service subscription. 

1. SERVICE DESCRIPTION

ACS provides Backup and Disaster Recovery (“BDR”) services utilizing Axcient x360Recover and/or Axcient Direct-to-Cloud (D2C) technologies. The purpose of these services is to reduce the risk of data loss and improve business continuity through backup, replication, retention, monitoring, and recovery technologies. Backup services are designed to improve recoverability and disaster recovery readiness but do not guarantee that all data, applications, systems, configurations, or business processes can be recovered under all circumstances. Backup services are not an insurance policy, warranty program, or guarantee against data loss, ransomware, cyberattacks, hardware failures, software failures, user error, natural disasters, or business interruption. Unless specifically stated in writing, labor, support, troubleshooting, recovery assistance, remediation, consulting, and restoration services are billed separately from the monthly backup service fee. 

2. INCLUDED SERVICES

Backup services may include: 

  • Axcient x360Recover image-based backups
  • Axcient Direct-to-Cloud (D2C) backups
  • File and folder backups
  • Offsite cloud replication
  • Backup monitoring and alerting
  • Backup status reporting
  • Recovery point retention management
  • Disaster recovery virtualization capabilities where applicable
  • Backup health monitoring
  • Automated backup verification and integrity monitoring
  • Automated recovery testing utilizing Axcient AutoVerify technology where supported
  • Verification that protected backup images successfully boot to the operating system login screen
  • Monitoring of backup completion status, replication status, storage utilization, and backup health alerts
  • Monitoring and review of backup failures, warnings, and missed backup events

3. CUSTOMER RESPONSIBILITIES

The Customer is responsible for: 

  • Maintaining internet connectivity sufficient for backup operations.
  • Maintaining functioning hardware and operating systems.
  • Promptly notifying ACS of hardware replacements, operating system rebuilds, or significant system changes.
  • Verifying business-critical applications are functioning properly.
  • Identifying critical data requiring protection.
  • Maintaining adequate storage capacity where required.
  • Reviewing backup reports when provided.
  • Participating in recovery testing when requested.
  • Maintaining appropriate cyber liability insurance if desired.

The Customer remains solely responsible for verifying that recovered data meets operational and business requirements. 

4. INCLUDED NON-BILLABLE SERVICES

ACS will provide the following services without additional labor charges: 

  • Monitoring of backup job status.
  • Initial investigation of backup alerts, backup failures, missed backup jobs, and backup health warnings.
  • Management of backup retention policies.
  • Backup platform maintenance.
  • Resolution of platform-wide service issues.
  • Routine backup software updates.
  • Resolution of vendor platform issues affecting multiple protected systems.
  • Monitoring and review of backup verification results.

 

ACS will investigate backup failures and determine the probable cause of the failure at no additional charge. 

If the failure is determined to be caused by issues within the protected endpoint, server, operating system, backup agent, third-party software, local infrastructure, network connectivity, storage systems, hardware, user actions, security software, updates, or other customer-controlled systems or environments, any labor required to remediate, repair, reconfigure, reinstall, or restore backup functionality shall be billable at ACS’s then-current hourly labor rate. 

5. BILLABLE SERVICES

The following services are not included in monthly backup fees and shall be billed at ACS’s then-current hourly labor rate: 

  • File-level restores.
  • Folder restores.
  • Bare-metal recovery assistance.
  • Disaster recovery testing.
  • Virtualization failover testing.
  • Emergency recovery services.
  • Data migration services.
  • Recovery of deleted data.
  • Recovery following ransomware incidents.
  • Server rebuilds.
  • Workstation rebuilds.
  • Operating system repair.
  • Application troubleshooting.
  • Database troubleshooting.
  • After-hours recovery requests.
  • Onsite recovery assistance.
  • Third-party software troubleshooting.
  • Hardware replacement or repair.
  • Recovery validation requested by the Customer.
  • Any labor required to restore systems, files, applications, or services.
  • Repair or reinstallation of backup agents that become damaged, corrupted, disabled, removed, or non-functional due to operating system issues, software conflicts, hardware failures, security software interference, system updates, user actions, or environmental changes.
  • Troubleshooting and remediation of backup failures caused by local device issues, server issues, operating system issues, storage issues, network issues, internet connectivity issues, or customer-controlled infrastructure.
  • Labor required to restore communication between backup agents and the backup platform when the cause of failure originates from the protected system or customer environment.

 

Examples of Billable Events 

  • A Windows update, software update, hardware change, security application, or operating system issue causes the backup agent to stop functioning or communicating properly. ACS will investigate the alert at no charge; however, any labor required to repair, reconfigure, reinstall, or restore the backup agent is billable.
  • A workstation or server requires technician intervention to restore backup functionality due to a local system issue.
  • A hardware failure prevents backups from completing successfully.
  • Storage corruption causes backup failures requiring technician remediation.
  • Customer network or internet issues prevent backup replication or cloud synchronization.

All recovery-related labor shall be billed separately unless specifically covered under another written service agreement. 

6. RECOVERY OBJECTIVES

Recovery times are estimates only. 

ACS does not guarantee: 

  • Recovery Time Objectives (RTO).
  • Recovery Point Objectives (RPO).
  • Specific restoration times.
  • Continuous backup success.
  • Immediate recovery availability.
  • Availability of vendor cloud resources.

Actual recovery times depend upon: 

  • Internet connectivity.
  • Hardware availability.
  • Vendor platform availability.
  • System complexity.
  • Data volume.
  • Application requirements.
  • Extent of system damage.
  • Third-party software dependencies.

7. THIRD-PARTY SOFTWARE AND VENDOR SERVICES

This service utilizes third-party technologies including Axcient x360Recover and Axcient Direct-to-Cloud. 

ACS does not own, operate, or control these services and makes no representations regarding: 

  • Vendor uptime.
  • Vendor cloud availability.
  • Vendor infrastructure performance.
  • Vendor support response times.
  • Vendor feature availability.
  • Vendor product changes.
  • Vendor licensing changes.

Vendor outages, service interruptions, licensing modifications, product discontinuations, or feature changes shall not constitute a breach of this Agreement by ACS. 

8. NO WARRANTY

Backup services are provided on a commercially reasonable effort basis. 

ACS makes no warranty, express or implied, that: 

  • Every backup will complete successfully.
  • Every file will be recoverable.
  • Every system will be recoverable.
  • Every backup will remain free from corruption.
  • Backup data will always be available.
  • Recovery operations will always succeed.
  • Vendor cloud systems will always remain available.
  • Recovery services will meet any specific business requirement.

The Customer acknowledges that backup solutions reduce risk but cannot eliminate risk. 

9. DATA LOSS ACKNOWLEDGEMENT

The Customer acknowledges that no backup solution can guarantee complete protection against: 

  • Data corruption.
  • Data loss.
  • Hardware failure.
  • Software failure.
  • Human error.
  • Ransomware.
  • Malware.
  • Cyberattacks.
  • Cloud service outages.
  • Natural disasters.
  • Vendor service disruptions.

The Customer understands that backup systems are intended to reduce risk but cannot eliminate risk. 

10. BACKUP MONITORING AND RECOVERY VERIFICATION

ACS actively monitors backup status, backup completion, replication health, storage utilization, and backup alerts through the Axcient platform. Where supported by the protected system, ACS utilizes automated verification technologies that boot backup images into a virtual environment and verify that the operating system reaches the login screen. This verification process provides an additional level of confidence that the backup image is capable of booting successfully. 

However, the Customer acknowledges and agrees that: 

  • Backup monitoring does not constitute verification of recoverability.
  • Successful backup completion does not guarantee successful restoration.
  • Successful image verification does not guarantee application functionality.
  • Successful image verification does not guarantee database integrity.
  • Successful image verification does not guarantee recovery of all files, applications, configurations, or business processes.
  • Actual recovery success can only be determined during a full restoration event.

ACS will use commercially reasonable efforts to monitor backup health and identify backup failures but cannot guarantee recoverability of all protected systems or data under all circumstances. Recovery testing beyond automated verification may be performed upon request and is billable unless otherwise included in a separate written agreement. 

11. TERM AND CANCELLATION

Services are provided on a month-to-month basis unless otherwise stated in writing. 

Either party may terminate service with thirty (30) days written notice. 

There are no cancellation penalties or early termination fees. 

Offboarding services are billable and include: 

  • Removal of backup agents from protected endpoints.
  • Removal of backup agents from local BDR appliances.
  • Removal of backup agents from cloud backup platforms.
  • Decommissioning backup jobs.
  • Removal of monitoring and alerting configurations.
  • Account closure and documentation updates.

Offboarding services shall be billed at a minimum of fifteen (15) minutes per deployed backup agent at ACS’s then-current hourly labor rate. 

This minimum charge applies regardless of the actual time required to complete the offboarding process. 

If the Customer requests that backup data remain stored within the cloud platform following cancellation while an alternative backup solution is implemented, ongoing cloud retention fees shall continue to be billed on a per-device, per-agent, per-month basis at ACS’s then-current rates until the data is permanently deleted from the platform. 

Cloud storage fees remain the responsibility of the Customer until backup data is permanently removed from vendor systems. 

12. LIMITATION OF LIABILITY

ACS’s total aggregate liability under this Agreement shall not exceed the total fees paid by the Customer for backup services during the three (3) months immediately preceding the event giving rise to the claim. 

ACS shall not be liable for: 

  • Lost data.
  • Lost profits.
  • Lost revenue.
  • Business interruption.
  • Loss of productivity.
  • Regulatory penalties.
  • Loss of goodwill.
  • Consequential damages.
  • Indirect damages.
  • Incidental damages.
  • Special damages.

Regardless of cause. 

13. FORCE MAJEURE

ACS shall not be liable for delays or failures caused by circumstances beyond its reasonable control, including but not limited to internet outages, cloud provider failures, vendor outages, cyberattacks affecting third-party providers, natural disasters, utility failures, acts of government, labor disputes, supply chain disruptions, acts of war, or terrorism. 

14. ACCEPTANCE OF VENDOR TERMS

The Customer acknowledges that backup services utilize third-party technologies including Axcient x360Recover and Axcient Direct-to-Cloud. The Customer agrees to comply with all applicable vendor licensing requirements, usage restrictions, and service terms imposed by such vendors. Any violation of vendor licensing requirements shall be the sole responsibility of the Customer. 

15. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between ACS and the Customer regarding Backup and Disaster Recovery services and supersedes all prior discussions, representations, and understandings relating to such services. 

By accepting a proposal, quote, invoice, recurring service subscription, or utilizing the services described herein, the Customer acknowledges and agrees to the terms and conditions contained in this Agreement.