1. Scope. Fully managed automated policy-driven backup across servers/endpoints/cloud workloads, real-time job monitoring, immutable air-gapped retention, tiered lifecycle management, quarterly tested restore drills with documented RTO/RPO, offsite cloud replication, monitoring dashboard/reporting. Five package tiers: Package 38 Essential (servers only, 7-day recovery); Package 39 Standard (servers+endpoints, 24-hr RTO/4-hr RPO); Package 40 Premium (+cloud, 1-hr RTO/15-min RPO, 24/7 support); Package 41 Enterprise (full stack, <15-min RTO/<5-min RPO, priority support); Package 13 Compliance Retention Add-On (7-year minimum cold storage). Excludes application-logic data-loss reversal guarantee, geographic active-active failover, backup of pre-existing conflicting Client backup infrastructure, and out-of-window emergency restores (additional fee).
2. Fees & Billing. Monthly recurring = Base Tier Fee + Per-Workload overage + Compliance Retention Add-On (per-GB cold storage) + Emergency Escalation fees as incurred. Billed monthly in advance via email/WHMCS by the 5th; Net 15; late payment 1.5%/month; 5-day-notice suspension eligibility at 15+ days overdue. Prorated mid-month tier/workload changes. Price increases capped at 5%/year with 60 days' notice (Schedule-specific cap per Master §3.5); cost-plus cloud-storage/egress charges may adjust independently with 30 days' notice for >10% increases.
3. Term & Termination. Initial term: Client-selected 12/24/36 months, aligned to section-06 engagement term. Auto-renews 12-month periods absent 60 days' non-renewal notice. Client convenience termination available only after first 12 months, on 90 days' notice; early termination during initial 12 months requires cause. Early termination-for-convenience fee: 50% of remaining prepaid balance. Termination for cause: 30-day cure. Post-termination: Client responsible for restores during final 30 days; 30-day Post-Term Retention window for continued restore access, then deletion; immutable air-gapped copies require direct retrieval assistance (credentials/documentation provided for 30 days).
4. Service Levels. RTO/RPO by tier per §1 table, validated quarterly via tested restore drills; out-of-drill restores are best-effort only. 99.5% scheduled-backup-job-completion target; 99.9% infrastructure availability target (4 hrs/month max scheduled maintenance excluded). Monitoring/alerting: real-time job-status alerts; weekly (Packages 39–40) or daily (Package 41) reports; 30-day dashboard job history (Packages 40–41). Support response: 8 business hrs (Packages 38–39) or 2 hrs business-hours / 1 hr 24/7 (Packages 40–41). Service credit: 10% of monthly fee if backup-job failure rate exceeds 0.5% in a month, claimed within 30 days. SLOs excluded for Client-side maintenance, force majeure, Client Section-5 breach, and third-party infrastructure failures.
5. Client Responsibilities. Maintain ≥10 Mbps sustained connectivity, install/patch backup agents within 30 days of release, maintain firewall rules per deployment documentation, ensure adequate local cache storage. Provide/protect administrative/service-account credentials, rotate minimum annually, revoke on termination/personnel departure. Participate in quarterly restore drills (non-production environment provided by Client); validate restore integrity; confirm/dispute RTO/RPO within 5 business days. Explicitly designate backup scope and notify Vendor of material workload/volume/retention changes. Compliance cooperation for annual (max twice/year) audits; 24-hour incident-notification obligation. Non-compliance remedy: suspension after 5 days' notice; repeated breaches (2+ in 12 months) may constitute cause for termination.
6. Data Handling. Encryption: TLS 1.2+ in transit (optional Client-managed E2E encryption add-on); AES-256 at rest, keys rotated annually. Immutable air-gapped storage: network-isolated, deletion requires multi-party approval/audit trail, minimum 30-day retention (7 years under Package 13), annual integrity testing; access restricted to named Vendor personnel, not directly Client-accessible (retrieval via support ticket, subject to fees). Data residency: continental US default, region election available at additional fee, SCCs maintained for EU transfers. Confidentiality per NDA/MSA; legal-process disclosures communicated within 24 hours where legally permitted; no secondary-purpose use without consent; access audit trail retained ≥1 year. SOC 2 Type II audit pending (target Q4 2026); HIPAA/GDPR compliance documentation available under NDA within 15 business days. Post-termination: 30-day Post-Term Retention, then cryptographic wipe with Certificate of Deletion; internal compliance archives retain only aggregate metadata (7 years), not individual Client data. Subprocessor list available; 15-day objection window, unresolved objection = 30-day penalty-free termination right.
7. Third-Party Components. Delivered via Veeam, Commvault, AWS S3/Azure Storage, Veritas NetBackup (or successors); vendor substitution with 60 days' notice and transition-plan option for exception requests. Vendor bound by underlying third-party SLAs; if third-party failure prevents Vendor's SLO compliance, Vendor still applies applicable service credits (§4) regardless of root cause, notifies Client, escalates with vendor, and remediates/substitutes within 30 days. Network/cloud/DNS dependencies are joint responsibility per §5; outages >1 hour treated as force majeure. Backup agents subject to third-party license restrictions (no transfer, no external-customer use, no competing-service creation). Compatibility matrices maintained; unsupported-platform workloads lose coverage until remediated.
8. Warranties. Limited warranty covering backup-job execution rate, quarterly drill performance, encryption/retention/accessibility, and infrastructure availability, all per §4 targets — conditioned on Client's Section 5 compliance. Explicit backup-data-recovery disclaimer: no warranty of individual file recoverability, no warranty against application-logic/malicious-deletion/ransomware/advanced-threat data loss, no warranty against Client-side hardware failure, no warranty of vendor/EOL continuity — "backup is a supplemental protection measure... not a substitute for Client's own data governance." 30-day warranty-claim window from discovery. This Section 8.1 constitutes the entire warranty; all others disclaimed per Master §8.3.
9. Liability & Indemnification. Liability cap: greater of (fees paid in trailing 12 months) or $50,000 (Schedule-specific dollar floor per Master §7.2). Excluded damages (indirect/consequential/data-loss/business-interruption) per Master §7.4, with carve-out reserved for Vendor gross negligence/willful misconduct on data loss. Force majeure clause enumerates natural disaster, war/terrorism/sanctions, pandemic, telecom outages >2 hrs, third-party vendor failures, and cybersecurity incidents affecting Client's own network — 24-hour notice required, best-effort operations continue where possible. Vendor indemnifies for unauthorized-access/disclosure breaches, IP infringement in backup software, and gross negligence/willful misconduct. Client indemnifies for IP infringement in backed-up data, unlawful use, third-party ToS breaches, and bodily-injury/property-damage claims from Client's use of backup/restored data. Mutual mitigation duty; Vendor maintains professional liability (E&O) insurance, certificate available on 10-day request.
10. Precedence. Tier 1 (highest): explicit signed waiver/amendment; Tier 2: MSA; Tier 3: incorporated 3VS SLA (technical SLO metrics); Tier 4: this Schedule; Tier 5: general Platform ToS. Consistent with Master §2's default ladder. Anchored in the Vantage engagement's Section 06 (Work Authorization, vCISO Subscription Agreement, "section order 19" per source) — engagement's overarching term/billing/escalation applies unless expressly superseded by Schedule-specific terms (e.g., §3's independent 90-day notice). Unilateral technical/vendor-substitution changes: 60 days' notice with objection-based termination right; security fixes may be immediate (5-day notice); price adjustments per §2.5; material SLO-reducing changes require signed amendment, not unilateral notice. Regulatory-driven changes: 10-day notice, cost pass-through with 30-day notice if material, 15-day negotiation window if confidentiality conflict arises.
