Mindtime M365 & Google Workspace Backup Service Agreement
Mindtime M365 & Google Workspace Backup (“Services”) provides comprehensive data protection solutions that include automated data backup, data restoration, and data archiving features, as a service to you (“You” or “Customer”). Services are provided on a subscription basis only and this Agreement is between You and Mindtime Backup B.V. (“Mindtime”).
Version 1.0
21st May 2026
1. General Terms of Services
1.1 Authorized User(s)
means employees, agents or third-party entities authorized by the Customer to use the Services. The term “Customer” is intended to include its Authorized Users.
1.2 Subscription Term
means the total duration of Your subscription for the Services, comprising two components: the Initial Term and the Renewal Term(s).
a. Initial Term: The initial duration of the subscription, as specified in the order form.
b. Renewal Term(s): At the end of the Initial Term, the subscription will automatically renew for successive periods of the same length, unless either party provides written notice of non-renewal 60 (sixty) days prior to the renewal date.
1.3 Fees
Fees are based on the Services and are payable to the selected authorized reseller or directly to Mindtime as set forth in the order form. All fees are billed in advance and will include overage charges from the previous billing period. The fees are non-refundable except as required by law or otherwise set forth herein.
1.4 Termination & Suspension
The Customer may terminate the subscription for cause if Mindtime materially breaches its obligations hereunder, and such breach remains uncured for thirty (30) days’ following written notice to Mindtime. In case of material breach Mindtime will issue a pro rata refund for any prepaid but unused Services corresponding to the period remaining after the effective date of termination. Mindtime may also terminate or suspend the subscription for cause, including but not limited to, breach of the Agreement, non-payment, or violation of the usage terms, provided that the Customer has been given thirty (30) days to cure such breach. Upon termination, You will not have regular access to the Services. Customer shall pay any and all fees due at the time of termination.
1.5 Data Availability Post-Termination
Upon termination, You will not have regular access to the Services and You will have thirty (30) days post-termination to retrieve Your data from the Services in accordance with Mindtime’s fair use policy, after which all data will be permanently deleted from our systems unless Mindtime is legally required to retain the data for a longer period. Mindtime will provide assistance for data retrieval based on Your request and upon payment of any applicable service charges. In accordance with our Fair Use Policy during the post-termination period You may use the Services solely to recover data from a data loss. Any copying of data for export in anticipation of termination or post termination is not permitted. In any circumstance other than recovering data from a data loss, you may request a one-time copy of Your data from Mindtime which will be billed in accordance with the amount of data extracted.
1.6 Documentation
means all guides, documentation, and help materials published on Mindtime’s website or otherwise provided by Mindtime and related to the functionalities, use, and technical specifications of the Services.
2. Use of Service
2.1 Grant of Use
During the Subscription Term, Mindtime grants You and Your Authorized Users the right to access and use the Services in accordance with the Documentation and this Agreement within limitations set forth in the order form for Your internal business purposes only. If You utilize your own storage solution not managed by Mindtime, or Services are provided based on the backup software solution not provided by Mindtime, the responsibilities and obligations related to the storage and/or solution are governed by Your agreement with those providers. Mindtime is not responsible for managing or overseeing this part of Your arrangement and shall not be responsible for any issues, losses, or damages arising from the use, performance, or management such solutions not managed or provided by Mindtime. Fair and reasonable use of the Services are governed by Mindtime’s Fair Use Policy, which constitutes an integral part of this Agreement.
2.2 Third Party Solutions
The Customer acknowledges that the Services may include third-party software, applications, platforms, hosted storage, messaging or communication services or API’s (collectively, “Third Party Solutions”). Mindtime’s use of Third Party Solutions or subcontractors does not relieve Mindtime of any responsibilities or liability hereunder. These Third Party Solutions are not offered, controlled or provided by Mindtime, and may be changed, modified or discontinued by the third-party without notice. Upon request, Mindtime will provide You with a list of Third Party's Solutions included in the Services.
2.3 Customer’s Obligations
You are responsible for: (a) maintaining the security of Your account credentials; (b) reporting security breaches to Mindtime as soon as possible so we can assist; (c) maintaining and operating an information technology infrastructure where the Services will be used to copy, backup, maintain and transfer Your data; (d) determining if the Services meet Your technical, business and regulatory requirements; (e) ensuring use of the Services is only for lawful purposes; (f) ensuring the integrity of Your backup data and that it does not include any malicious code or malware that can impact the performance of the Services.
2.4 Restriction on Use
You will not (a) interfere with the regular functioning of the Services; (b) impose unreasonably large loads on the Services infrastructure (see Fair Use Policy); (c) copy, modify, disassemble, decompile or reverse engineer any part of the Services; (d) use the Services to violate or infringe upon the right of privacy or intellectual property of third parties; (e) initiate or introduce a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs; or (f) use the Services in order to build a similar or competitive application or service.
3. Service Levels and Maintenance
3.1
Mindtime commits to 99.9% availability of the Services each month (“Operational Time”). Operational Time excludes the emergency or scheduled maintenance, repairs or upgrades, during which the Services are not available to You (“Downtime”).
3.2
If Mindtime fails to meet this guarantee, it will make commercially reasonable efforts to provide an error correction or workaround or provide You with a credit (“Service Credit”) in accordance with section 3.3 and the chart below.
3.3
Service Credits must be approved by Mindtime, and such approval will not be unreasonably withheld. Customers must submit a written claim for Service Credits within thirty (30) days of the downtime event, providing all necessary details to support the claim, including: (i) a comprehensive description of the incident; (ii) the specific time and duration of the downtime; and (iii) details of any efforts made by You to resolve the issue. Approved Service Credits will be applied upon renewal of the applicable Subscription Term, offsetting payments for overages of storage utilization, egress or retrieval (if any). This constitutes the Customer's sole and exclusive remedy for any failure related to Operational Time. Service Credits will not entitle You to any refund or other payment from Mindtime. Service Credits may not be transferred or applied to any other account.
Mindtime M365 & Google Workspace Backup Availability Service Credits
| Monthly Uptime Percentage | Service Credit Percentage |
|---|---|
|
Less than 99.9% |
10% |
|
Less than 99.0% |
25% |
|
Less than 95.0% |
100% |
The aggregate maximum number of Service Credits that can be issued shall not exceed two (2) months of the Service in any single year of the Subscription Term.
3.4 SLA Exclusions
The Service Credits shall not apply in the following cases:
• Downtime periods; or
• Free trial periods or other services expressly excluded in the associated Documentation; or
• Issues arising from Customer's or its providers' software, hardware, services and other components not provided by Mindtime; or
• Third party attacks or force majeure events, including those at the Customer’s site or between the Customer’s site and data centers; or
• Customer’s actions or omissions that breach this Agreement or any policy included by reference; or
• Unavailability caused by any other factors outside Mindtime’s reasonable control, including but not limited to a failure of a cloud service provider, or failure on the side of a Third Party Solution.
3.5 Support
During the Subscription Term, Mindtime will provide support for the Services in accordance with the applicable support terms available at Mindtime Support Note: If you used a Third Party Solution not managed by Mindtime, we may not be able to assist you with your issues without the assistance of your Third Party Solution provider.
3.6 Backup Frequency
Mindtime is currently offering a daily backup schedule through the Services. If the Customer chooses the Third Party Solution, not managed by Mindtime, the backup frequency may not apply.
3.7 Maintenance and Downtime
Mindtime strives to maintain the availability of the Services 24 hours a day, 7 days a week. On occasion, Mindtime must perform maintenance on the Services and the infrastructure through which the Services are made available and this may require a period of downtime. Where planned maintenance is being undertaken, we will use commercially reasonable efforts to minimize the downtime and to notify you in advance and select a day and time that will minimize the impact on our global subscribers. Maintenance schedules will be communicated in advance with 48 hours advance notice. Maintaining Services 24/7 may not be possible for Third Party Solution, not managed by Mindtime, as Mindtime may not be able to provide advance notice or control downtime resulting from issues that the Third Party Solution provider cannot resolve. From time to time, there may be a period of downtime due to unplanned maintenance which may be required to ensure the continuity and performance of the Services. In such events, Mindtime will make reasonable efforts to notify you promptly, though advance notice may not always be possible.
4. Free Trials
4.1 Free Trial Use
You assume all risk in uploading or storing any Customer-Provided Data (as defined below) into a Free Trial, and Mindtime shall have no liability with regard thereto, including for any loss or corruption of Customer-Provided Data. Upon expiration or termination of the Trial Term, You shall have no right to access or use the Free Trial. All Customer-Provided Data from the Free Trial shall be deleted upon termination or expiry of the Trial Term. In relation to any Free Trials, Mindtime shall have no liability under this Agreement (or any legal or equitable theory).
4.2 Restrictions
You assume all risk in uploading or storing any Customer-Provided Data (as defined below) into a Free Trial, and Mindtime shall have no liability with regard thereto, including for any loss or corruption of Customer-Provided Data. Upon expiration or termination of the Trial Term, You shall have no right to access or use the Free Trial. All Customer-Provided Data from the Free Trial shall be deleted upon termination or expiry of the Trial Term. In relation to any Free Trials, Mindtime shall have no liability under this Agreement (or any legal or equitable theory).
5. Warranties and Disclaimers
5.1 Service Warranty
Mindtime warrants that for the Subscription Term the Services will perform substantially in accordance with the Documentation under normal use and circumstances and that it provides the Services using commercially reasonable care and skill. You agree to notify Mindtime promptly of any service performance failures and to provide Mindtime with a reasonable opportunity to remedy any such failures in accordance with the service levels provided. The warranty for the Services shall end upon the termination or expiration of the Subscription Term.
5.2 Warranty Exclusions
The above warranty does not extend to the issues that arise as a result of misuse or use of the Services in a manner contrary to the instructions provided by Mindtime or modification of the Services by anyone other than Mindtime. Additionally, the warranty does not extend to issues related to a Third Party Solution, not managed by Mindtime. Mindtime does not have direct control over the backups, and any issues arising from Third Party Solution provider’s systems or services are excluded from this warranty.
5.3 Disclaimer of Warranties
Except as specified in this section, Services, Documentation, and other deliverables provided under this Agreement are provided “AS IS” and “AS AVAILABLE” with all faults and without warranty of any kind. Mindtime expressly disclaims all other warranties, express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of a course of dealing, usage, or trade. Mindtime does not warrant that the Services will meet your requirements or that the operation of the Services will be uninterrupted or error-free. FREE TRIALS ARE PROVIDED “AS IS,” AND AS AVAILABLE, EXCLUSIVE OF ANY WARRANTY OR INDEMNITY WHATSOEVER.
5.4 Limitation of Remedies
Your exclusive remedy and Mindtime’s entire liability under this warranty will be, at Mindtime’s option, to provide remedial service through repair, replacement, or refund for the Services that do not meet this warranty. Any repair or replacement service will not extend the Initial Term. This limitation of remedies also applies to Third Party Solution, where Mindtime's ability to provide remedies may be constrained by the limitations and issues within Third Party Solution provider’s systems.
6. Limitation of Liability
6.1 Limitation of Remedies
Mindtime's total aggregate liability under this Agreement is limited to the amount paid by Customer to Mindtime for Services in the twelve (12) months preceding the first event giving rise to such liability. Notwithstanding the above, Mindtime shall never be liable for any issues related to backup solution, storage or related services where the Third Party Solution is not managed by Mindtime, as Mindtime does not control and/or has no access to the data within the Third Party Solution provider’s systems.
6.2 Limitation of Remedies
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOSS OF REVENUE, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, REVENUES, BUSINESS INTERRUPTIONS, OR LOSS OF BUSINESS INFORMATION, EVEN IF THESE DAMAGES WERE REASONABLY FORESEEABLE OR KNOWN TO THE PARTIES INVOLVED.
7. Indemnification
7.1
Mindtime shall indemnify, defend and hold You harmless from and against losses, damages, liabilities reasonable costs and expenses, awards, fines or settlements arising from or relating to any third-party claims that the Services infringes any intellectual property rights, provided You promptly notify Mindtime of the claim, cooperates with Mindtime’s defense and Mindtime has full control over the defense and settlement of any claim. Mindtime shall have no indemnification obligation for claims arising from: (a) Your use of the Services in a modified form or in combination with materials not furnished by Mindtime where the infringement would not have occurred but for such modification or combination; (b) use of the Services in a manner contrary to the instructions given by Mindtime or the terms of this Agreement; (c) any content, information, or data provided by You, users, or other third parties; or (d) any issues arising from the use of a Third Party Solution not provided or managed by Mindtime, where Mindtime does not have direct control over the systems or services provided by a Third Party Solution provider. If an infringement claim arises, Mindtime may modify the Services, obtain a license for continued use, replace it with a non-infringing service, or terminate this Agreement with a pro-rata refund. This indemnity is Your sole remedy for IP infringement claims related to the Services.
8. General Provisions
8.1 Confidentiality
Each party agrees to maintain the confidentiality of all information disclosed by the other party in relation to the provision and use of the Services, designated as confidential or reasonably understood to be confidential due to the nature of the information and the circumstances of disclosure (“Confidential Information”). Confidential Information shall be used solely to fulfil obligations under this Agreement and protected with no less diligence than that used for one’s own confidential information but no less than reasonable care. This excludes information which is publicly known, received from third parties without breach, or independently developed. If legally compelled to disclose Confidential Information, the receiving party must notify the disclosing party promptly and cooperate with any effort to contest the disclosure. Upon termination of this Agreement, Confidential Information must be returned or destroyed as directed by the disclosing party.
8.2 Modifications and Updates
Mindtime reserves the right to modify this Agreement at any time upon reasonable notice to You. Changes will become effective no less than thirty (30) days after they are posted. Continued use of the Services under this Agreement after such changes shall constitute Your consent to such changes.
8.3 Audit
No more than once every twelve (12) months, Mindtime may audit Your use of the Services to confirm You are in compliance with these terms and any applicable order form. Mindtime must (a) provide You with forty-five (45) days’ notice and (b) not unreasonably interfere with Your normal business operations. You shall (a) cooperate with Mindtime’s audit and (b) provide reasonable assistance and access to relevant information or documentation reasonably requested by Mindtime. Mindtime further agrees that any findings during the audit shall be considered confidential information. You agree that if there is non-compliance, You will remedy such non-compliance within thirty (30) days of written notification by Mindtime and pay Mindtime any outstanding fees you owe. You further agree that Mindtime shall not be responsible for any of Your costs incurred during the audit.
8.4 Intellectual Property
Mindtime retains all rights, title, and interest in the Services, including all intellectual property rights inherent therein. No rights are granted to the Customer other than as expressly set forth in this Agreement.
8.5 Export Control
The parties will comply with all applicable export or import regulations and trade sanctions imposed by various countries, including the U.S., E.U., U.K., and U.N. Customer confirms that it is not included on any sanctions-related list of designated persons and is not organized under the laws of, resides in, or is controlled by any country or region subject to comprehensive sanctions or embargoes (currently, Belarus, Cuba, Iran, North Korea, Russia, Syria, and the Crimea, Donetsk, Kherson, Luhansk, and Zaporizhzhia regions of Ukraine). Without limiting the foregoing, Customer agrees that it will not export, re-export, or otherwise transmit the Service: (i) to any country or region subject to an embargo or comprehensive trade sanctions; (ii) to any individual or entity identified on any restricted party lists (including the Consolidated Sanctions, Specially Designated Nationals, Denied Persons, Entity, or Unverified Lists); or (iii) to any end user with knowledge or reason to know that the Service will be used for any unlawful purpose. Mindtime reserves the right to block access to the Services for violations of this clause without prior notice.
9. Data Use and Privacy
9.1 Customer-Provided Data
Mindtime is committed to protecting the privacy and security of any data, including backups, files, and other digital content, that the Customer uploads, stores, or otherwise transmits to Mindtime in connection with the provision of Services (“Customer-Provided Data”). Where Mindtime processes Customer-Provided Data, all data is processed in accordance with the Mindtime Data Processing Agreement (DPA). Mindtime respects the privacy and ownership of the data You use. Mindtime may process and index Customer-Provided Data for providing services to the Customer including, but not limited to, search, semantic retrieval, encryption detection, data classification, anomaly detection, and optimization of backup/restoration processes, employing both statistical methods and targeted AI/ML models. Mindtime will implement appropriate technical and organizational measures to ensure the confidentiality, integrity, and security of Customer-Provided Data in compliance with applicable data protection laws, including the GDPR. Mindtime will not process Customer-Provided Data for training AI models unless the Customer has explicitly opted in. If such consent is provided, models trained on Customer-Provided Data can be used to further enhance delivering the agreed-upon Services.
9.2 Data Ownership and Use
The Customer retains all rights to Customer-Provided Data. Where Mindtime processes Customer-Provided Data, it shall be done according to the Mindtime Data Processing Agreement (if applicable) and the Mindtime Privacy Policy.
9.3 Third-Party Data Storage
For the Third Party’s Solutions, the data may reside within the Third Party Solution provider’s systems. Customers are advised to review and comply with the Third Party Solution provider’s privacy and data processing policies, as Mindtime does not assume liability for data processing conducted within the Third Party Solution provider’s infrastructure.
9.4 Diagnostics and Feedback
Customer agrees that Mindtime may collect and use technical data, system diagnostics, customer feedback, and usage information gathered as part of the Services offerings to maintain, improve, and enhance the Services.
9.5 Data Accessibility
The Customer acknowledges that Customer-Provided Data may become inaccessible under various circumstances, including but not limited to: (a) incomplete initial backup and replication processes undertaken by the Customer, (b) deletion of Customer-Provided Data without subsequent restoration according to the Customer’s data retention policies, (c) selection of improper retention policies within the Services, (d) failure of the customer's IT environment to establish a secure connection with Mindtime’s servers or network, (e) if Customer fails to follow Mindtime’s technical requirements and the Documentation for utilizing the Services, or failing to periodically test Customer’s backups and restores, or ensure that Customer-Provided Data is protected and not otherwise corrupted, or (f) any issues on Third Party’s Solution part, including storage service disruptions or data unavailability, if the Customer utilizes the Third Party’s Solution, not managed by Mindtime.
9.6 Compliance
Customer is responsible for ensuring that the use of the Services complies with applicable data protection laws. If the Customer is subject to: (a) GDPR, or (b) other applicable data protection laws requiring that processing be governed by a contract, Customer agrees to the Mindtime Data Processing Agreement.
10. Force Majeure
10.1
Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations under this Agreement to the extent caused by circumstances beyond the reasonable control of the Party including (without limitation) pandemics, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, internet service provider failures or delays, denial of services attacks or other similar causes, war, terrorism, governmental action, labor conditions, earthquakes, volcanic eruptions or material shortages
11. Governing Law
11.1
You agree that this Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Netherlands. Each Party irrevocably submits to the exclusive jurisdiction of the District Court of Rotterdam (Rechtbank Rotterdam), the Netherlands.