Terms of Service

 Last updated January 2020 

This document describes Keepit A/S's ('Keepit') Terms of Service for the Keepit Cloud Backup Service. 

These terms do not apply to the Desktop Backup or PC Backup offering known as “Keepit Classic” which may be found here. This service is governed by its own Terms of Service. 

1. BACKGROUND AND PURPOSE 

This Terms of Service is entered into between Keepit and the customer concerning the customers right to use the Keepit Service (from here on out referenced as the “Service”) and the obligations that befall Keepit and the customer. 

The data processing agreement for Keepit is an integrated part of this agreement. 

2. SUPPLIER & SERVICE DESCRIPTION 

Keepit is a software company specializing in cloud to cloud back-up solutions. Keepit is incorporated in Denmark but provides its services to customers globally in English. 

The Services and those comprised by this Agreement are as follows: 

1. O365 Exchange 

This is a service that allows to do backup of Microsoft Office 365 solution. Items included are; 

• Emails, Calendar, Contacts, Tasks, Shared Mailbox, 

• In-place archives 

Data Retention: Standard 12 months. Additional retention can be purchased. 

2. O365 Total 

This is a service that allows to do backup of Microsoft Office 365 solutions. Items included are; 

• Emails, Calendar, Contacts, Tasks, Shared Mailbox, In-place archives. 

• OneDrive for Business 

• Sharepoint Sites 

• Groups and Teams 

Data retention: Standard 12 months. Additional retention can be purchased. 

3. GSUITE Total 

This is a service that allows to do backup of Google Apps for Works (also known as GSuite). Items included are: 

• Emails (Gmail), Calendar, Tasks 

• GDrive (Documents) 

• Sites 

Data retention: Standard 12 months. Additional retention can be purchased. 

4. SALESFORCE 

This is a service that allows to do backup of Salesforce.com. Items included are: 

• Contacts, Leads, Opportunities, Activities, Notes, Cases and Custom Fields on before mentioned items 

Data Retention: Standard 12 months. Additional retention can be purchased. 

The Services will be provided by Keepit in accordance with the service levels set out in this Terms of Service. 

The Customer must use the Services in accordance with the Acceptable Use Policy as set out in this Terms of Service effective from time to time, which can always be found at www.keepit.com/terms-service. Keepit will provide a reasonable notice in the event of substantial 

changes to the Terms of Service, in no event less than one (1) month. 

3. ACCEPTABLE USE POLICY 

Neither Customer, nor anyone who acts on instructions of Customer, may use the Service in a way 

a) that is prohibited by applicable law or other regulation 

b) that could harm the Service or other customers use of it 

In case these terms are violated, Keepit reserves the right to suspend the Service for the Customer to the extent deemed necessary. Keepit will make reasonable effort to assist the customer with addressing the issue so that Service can be resumed as soon as possible. 

Suspension of Customer access to the Service on the grounds described here do not constitute “downtime” as defined under the Service Level Agreement and will thus not make the Customer eligible for service credits. 

4. SERVICE LEVEL AGREEMENT 

Access to the Keepit service relies on the Keepit web application and the API front-end servers serving data thereto, in the region where the Customer has chosen to have their Keepit service delivered. Keepit will monitor the responsiveness of the API front-end servers every 30 seconds. In the event that all front-end servers for the region chosen by the Customer are unavailable for ICMP and HTTPS service for more than a full minute, this counts as downtime. Scheduled maintenance windows are discounted from this downtime. 

The service goal for Keepit is to deliver 99.9% uptime (0.1% or less downtime as defined above) over any calendar quarter. 

And Keepit always guarantees at least one [1] back-up per day. 

You can always find an overview on the Service’s up-time at HTTPS://STATUS.KEEPIT.COM/ 

5. SLA EXCLUSIONS 

The availability guarantee does not apply to any performance or availability issues 

• due to factors outside Keepit’s reasonable control (for example outage by an infrastructure provider or a third party service provider, e.g. Office 365, GSuite or other integrated service, or a force majeure event); 

• The customers’, end-user’s or any third parties’ equipment, services, actions or lack thereof; and/or 

• Keepit’s scheduled maintenance or version upgrades. 

6. LIABILITY 

The Parties shall be liable for damages in accordance with Danish law, subject to the limitations set out in this clause. 

The aggregated liability of each Party under these Terms of Service for any non-performance of its obligations under the Terms of Service, shall in no event exceed the higher of (i) an amount equal to the Service Fees paid during the three (3) months preceding the claim, or a breach by a Party of its obligations under clause 8 (Confidential Information) below and the Terms of Service, where it shall not exceed EUR 200,000. 

Under no circumstances, including any infringement claims, shall the Parties be liable for any loss of profit or indirect or consequential losses, including but not limited to; re-procurement costs, loss of goodwill, loss of revenue or profits, or for any other special, incidental, punitive or consequential damages, even if a Party has been informed of such potential loss or damage. 

7. FORCE MAJEURE 

Under these Terms of Service, neither the Keepit nor the Customer shall be considered liable towards the other Party where the liability arises out of circumstances beyond the control of the relevant Party which could not have been taken into account at signing and could not reasonably have been avoided or surmounted by the relevant Party. 

As force majeure is considered the following circumstances: War, civil war, natural disasters or other similar extraordinary event outside of the Party’s reasonable control. 

The Party’s obligations will be suspended until the time when the Party is again able to meet its obligations. If the obstacle lasts more than 90 days, the other Party will be able to terminate the Agreement with a 3 month notice in writing if the force majeure circumstances continue to exist by the end of the notice. 

8. CONFIDENTIAL INFORMATION 

The Parties shall at all times provide the Services in compliance with the requirements of the applicable laws governing confidential information and treat data processed through our Services as such. 

Each Party undertakes not to disclose confidential information with any third party without the other Party's prior and written consent, unless disclosure is required by law. 

Each Party undertakes to implement the necessary measures in order to prevent unauthorized third-party access to such information and to only use confidential information for the performance of these Terms of Service. 

Each Party shall ensure that access to confidential information is limited to authorized employees, agents, suppliers or other third parties and that these are subject to confidentiality to the same extent as the parties. The confidentiality obligations in this clause do not apply with respect to information that: 

• the Parties have been familiar with prior to entering into this Agreement; 

• is documented to have been disclosed to the other Party by a third party that has not been subject to a confidentiality clause; 

• or are publicly available. 

• The confidentiality obligations in this clause shall survive the termination of this Agreement. 

9. COMPLIANCE WITH LAWS AND REGULATION 

Keepit will comply with all relevant law and regulation applicable to the Service. However, Keepit is not responsible for compliance with laws or regulations that apply to the Customer or to the Customers use of the Service that are not generally applicable to online services or service providers. Keepit cannot and shall not attempt to determine if Customer data may be subject to any additional laws or regulations. 

Customer must comply with all applicable laws and regulation surrounding its use of the Service. Customer is responsible for determining if the use of the Service is appropriate for storage and processing of Customer data. 

10. OWNERSHIP OF DATA 

Customer Data is used and processed only for the purpose of providing the Service to the Customer. Keepit will not process and derive information from Customer Data for advertising or other commercial purposes. 

Customer retains all right, title and interest in and to Customer Data. Keepit acquires no rights in Customer Data other than the rights the Customer grants to Keepit to provide the Service to the Customer. 

11. CUSTOMER REFERENCE AGREEMENT 

The Customer hereby grants to Keepit for the term of the Service, a non-exclusive, non-transferable, revocable right to use the Customer’s trademarks; name and logo, in connection with the marketing and sale of the Services in accordance with this Agreement. The Customer will as a consideration be entitled to a discount, which will be described in Appendix 2, clause 2. 

12. PROCESSING OF PERSONAL DATA 

Any Personal Data provided to Keepit by the Customer is Customer Data. Customer and Keepit agree that in relation to the General Data Protection Regulation (GDPR) the Customer acts as “Customer” and Keepit as “Data Processor” except for situations where the Customer is the “Data Processor” and Keepit the “Sub-processor”. Keepit’s main Services are automated, and the Customer’s data is stored in the location designated by the Customer 

13. CUSTOMER RESPONSIBILITIES 

Customer is solely responsible for determining if the technical and organizational measures around the Service meets the requirements for the Customer and the Customer Data. This includes but is not limited to the GDPR (where applicable). Please see the Data Processing Agreement for more information on the implemented technical and organizational measures. 

Customer agrees and acknowledges that the security practices and policies implemented and maintained by Keepit provide a level of security that is reasonable and adequate taking into account the nature of the Customer Data, including the categories of data subjects and categories of personal data. 

Customer is responsible for maintaining security around credentials for accessing the Service and, when applicable, security around the Customer identity provider which may be used to authenticate against the Service. 

14. SUPPORT AND HELPDESK 

Keepit provides 24/7 online helpdesk support during the term of the Service. 

By submitting a Support Ticket on the online helpdesk, the Customer agrees to the Supplier’s Privacy Policy, which always can be found on the Supplier’s website. 

Keepit can also be contacted via e-mail at BUSINESS.SUPPORT@KEEPIT.COM for support. 

15. ASSIGNMENT 

The Customer is unauthorized, in whole or in part, to assign this Agreement or any of its rights or obligations under The Agreement to a third party without the prior written consent of Keepit. 

Keepit is entitled, without restrictions, to transfer The Agreement to third parties. 

16. TERMINATION 

In the event of termination and it to be valid, the Customer must send a notice in writing from to: ACCOUNTING@KEEPIT.COM . The e-mail must be sent at least three (3) months before the contract expires. The e-mail must contain company name, registration number, contact information and a statement that the Customer wishes to terminate the Agreement. 

17. TERMINATION FOR CAUSE 

Unless otherwise agreed and/or specifically stated in this Agreement, where a Party materially breaches its obligations under this Agreement and the breach cannot reasonably be cured within 30 (thirty) days, the Parties shall in good faith discuss the possibilities and the time frame for when such cure can be completed. However, if the Parties cannot agree, the Party not in breach shall be entitled to terminate the Agreement upon written notice, if the Party in breach has not rectified the breach within 45 (forty-five) days after being notified of the breach in writing. The notice shall state the nature of the breach and any claim for compensation. 

Notwithstanding this clause and 16 above, Keepit is always entitled to terminate this Agreement with immediate notice (without limiting any other rights or remedies) if: 

• The Customer fails to make payments due under this Agreement in a timely and accurate manner. 

• The Customer breaches the Supplier’s Terms of Services, including Acceptable Use Policy 

Clause 16 and 17 of this Terms of Service shall not affect the right to use of other remedies applicable in case of breach. 

18. CHANGES TO THE AGREEMENT 

If the Parties agree on changes to the contract, the amendments are only valid if in writing. 

19. MESSAGES 

All notices, which according to The Agreement shall be notified in writing, must be sent by ordinary mail or e-mail, unless they are changed by at least 8 days' written notice to another address. 

Announcements made in accordance with The Agreement have effect from the date on which it is delivered. 

20. DISPUTES 

Any dispute arising in connection with this agreement shall be settled by arbitration arranged by the Danish Institute of Arbitration in accordance with the rules and procedures of arbitration exerted by the Danish Institute of Arbitration and in force at the time the dispute commenced. 

The Agreement is subject to Danish law.