1. Introduction and Definitions

1.1 Agreement Structure

This Master Services Agreement (“Agreement”) governs the provision of managed IT and telecommunications services by AOIT to the Partner. This Agreement consists of:

• This Master Services Agreement
• The Order Form(s) or Service Schedule(s) specifying the services ordered
• The Data Processing Agreement
• The Service Level Agreement
• The Acceptable Use Policy
• Any Statements of Work for bespoke projects

In the event of conflict between these documents, the order of precedence shall be: (1) Statement of Work (for bespoke projects), (2) Order Form or Service Schedule, (3) this Master Services Agreement, (4) Data Processing Agreement, (5) Service Level Agreement, (6) Acceptable Use Policy.

1.2 Definitions

“Agreement” means this Master Services Agreement together with all Order Forms, Service Schedules, Statements of Work, and referenced policies.

“Services” means the managed IT and telecommunications services provided by AOIT to the Partner as specified in the Order Form(s) or Service Schedule(s).

“Support Tier” means the level of support services provided as specified in the Order Form.

“Partner Data” means all data, content, and materials provided by the Partner or generated through the Partner’s use of the Services.

“Confidential Information” means any information disclosed by one party to the other that is marked as confidential or would reasonably be considered confidential given its nature and the circumstances of disclosure.

“Business Day” means Monday to Friday, excluding public holidays in England and Wales.

“Business Hours” means 08:00 to 17:00 on Business Days, as further defined in the Service Level Agreement.

“Force Majeure Event” means any event beyond a party’s reasonable control including acts of God, war, terrorism, riot, fire, flood, natural disaster, pandemic, epidemic, failure of public utilities or telecommunications networks, or acts of government.

“Managed Infrastructure” means infrastructure that has been formally onboarded into AOIT’s management systems as described in Schedule C.

“Unmanaged Infrastructure” means infrastructure that has not been onboarded and is not covered by monthly managed services fees or SLA commitments.

“Onboarding” means the process of reviewing, documenting, configuring, and integrating infrastructure into AOIT’s management systems as described in Schedule C.

“Shadow IT” means infrastructure, devices, software, or services procured or deployed by Partner without AOIT’s knowledge or approval.

2. Services

2.1 Provision of Services

AOIT shall provide the Services to the Partner in accordance with this Agreement and the applicable Order Form(s) or Service Schedule(s). Services may include but are not limited to:

• Managed IT support and helpdesk services
• Network monitoring and management
• Cybersecurity services
• Backup and disaster recovery services
• Cloud services and infrastructure management
• Telecommunications services
• Email security and management
• Identity and access management
• Endpoint management
• Patch management and software deployment
• Domain and DNS management
• Compliance monitoring and reporting
• Bespoke development and consultancy projects

Specific services provided to the Partner are detailed in the Order Form(s) or Service Schedule(s).

2.2 Service Levels and Support Tiers

Service levels, support tiers, availability commitments, response times, incident priorities, and related support terms are specified in the Service Level Agreement (available at www.aoitnetworks.com/service-level-agreement), which is incorporated into this Agreement by reference.

The Partner’s Support Tier (Standard, Advanced, Premium, or Elite) is specified in the Order Form and determines the response times, availability, and priority handling as detailed in the Service Level Agreement.

2.3 Changes to Services

Either party may request changes to the Services by providing written notice to the other party. Any changes to the Services, including additions, modifications, or removals, shall be documented in a revised Order Form or Service Schedule and shall be subject to mutual written agreement on any changes to fees or other terms.

2.4 Subcontractors

AOIT may use subcontractors and third-party service providers to deliver the Services. AOIT remains responsible for the performance of all subcontractors. The use of subprocessors for data processing is governed by the Data Processing Agreement.

2.5 Scope of Managed Services

AOIT provides managed services only for infrastructure that:

1. Was procured through AOIT Networks, OR
2. Was deployed and configured by AOIT Networks, OR
3. Has been reviewed, documented, and formally onboarded by AOIT Networks

For Client’s existing infrastructure not deployed by AOIT, Client may request AOIT onboard such infrastructure into managed services. Onboarding requirements, processes, and fees are detailed in Schedule C (Service Scope & Boundaries).

Infrastructure that has NOT been onboarded is considered “unmanaged” and is NOT covered by monthly managed services fees, SLA commitments, or proactive monitoring. Support for unmanaged infrastructure is available on a time & materials basis at standard rates without SLA commitments.

Detailed scope definitions, managed vs. unmanaged infrastructure, customer administrative access policies, and service boundaries are provided in Schedule C (Service Scope & Boundaries), which is incorporated into this Agreement.

3. Partner Obligations

3.1 Cooperation

The Partner shall provide AOIT with reasonable cooperation and access as necessary for AOIT to perform the Services, including timely provision of information, access to systems and facilities, and designation of appropriate contacts.

3.2 Acceptable Use

The Partner shall use the Services in accordance with the Acceptable Use Policy and shall not use the Services for any unlawful purpose or in any manner that violates the rights of others or interferes with AOIT’s provision of services to other customers.

3.3 Security

The Partner shall implement and maintain reasonable security measures for systems and accounts under the Partner’s control, including maintaining secure passwords, restricting access to authorized users, and promptly notifying AOIT of any suspected security incidents or unauthorized access.

3.4 Partner Data

The Partner represents and warrants that it has all necessary rights and permissions to provide Partner Data to AOIT and to use the Services as contemplated by this Agreement. The Partner is responsible for the accuracy, quality, and legality of Partner Data and the means by which it acquired Partner Data.

3.5 Service Configuration Management

Where Partner retains administrative access to managed services, Partner agrees to:

1. Consult AOIT before modifying AOIT-configured settings
2. Document any changes made without AOIT consultation
3. Accept responsibility for issues arising from Partner-initiated modifications

Support required to troubleshoot, revert, or remediate issues arising from Partner-initiated modifications to AOIT-configured services may be chargeable at standard rates and is not included in monthly management fees. Detailed policies regarding customer modifications are provided in Schedule C.

3.6 Infrastructure Disclosure

Partner agrees to provide AOIT with complete and accurate disclosure of:

1. All infrastructure requiring management or support
2. New equipment purchases before deployment
3. Software and SaaS subscriptions
4. Changes to network infrastructure or connectivity
5. Third-party vendors and service providers

AOIT cannot be responsible for issues arising from infrastructure or services Partner has not disclosed. Discovery, security implications, and support for undisclosed infrastructure are addressed in Schedule C.

4. Fees and Payment

4.1 Fees

The Partner shall pay the fees for the Services as set out in the Order Form(s) or Service Schedule(s). All fees are exclusive of VAT and any other applicable taxes, which shall be added to invoices where applicable.

Time and materials work (including support requests, alert remediation, and services outside the scope of managed services agreements) is billed according to Section 4.4 below. Applicable rates are specified in the Order Form or Quote.

4.2 Invoicing

AOIT shall invoice the Partner on the 5th day of each month for Services provided in the previous month (for usage-based or recurring services) or in accordance with the payment schedule specified in the Order Form or Statement of Work (for fixed-price or project-based services).

Time and materials charges are invoiced as specified in Section 4.4.10.

4.3 Payment Terms

Payment is due by the 15th day of the month following the invoice date. The Partner has until the 23rd day of the month to complete payment without penalty. Payments shall be made by Direct Debit, bank transfer, or other payment method agreed between the parties.

4.4 Time and Materials Billing

Where services are provided on a time and materials basis (including support requests, alert remediation, configuration work, or services outside the scope of managed services agreements), the following terms apply. Applicable hourly rates are specified in the Order Form or Quote provided to the Partner.

4.4.1 Billing Increments and Minimum Charges

All time-based work is billed according to minimum charges and billing increments as specified in the Order Form or Quote. Typical billing structure:

Time is rounded up to the next billing increment after the minimum charge is met.

4.4.2 Service Type Definitions

Remote Support:

Remote Support charges apply to user-initiated support requests and reactive technical assistance, including:

• Support requests initiated by Partner (phone, email, portal ticket)
• User-reported issues and complaints
• Application support and troubleshooting
• Configuration changes requested by Partner
• User training and guidance questions
• Software deployment and installation (upon request)
• Any reactive support work not discovered through AOIT’s monitoring

Alert Remediation:

Alert Remediation charges apply to extended technical work (exceeding 20 minutes) required to resolve issues discovered proactively through AOIT’s monitoring systems, including:

• Extended troubleshooting of monitored alerts requiring more than 20 minutes
• Complex investigation and diagnostics of system issues discovered by monitoring
• Persistent failures requiring deep analysis
• Major patch issues requiring extended remediation
• Multi-step resolution procedures for monitored services

Alert Remediation work under 20 minutes per incident is included in managed services fees at no additional charge. Work exceeding 20 minutes is billed at the applicable hourly rate specified in the Order Form.

The 20-Minute Rule:

AOIT’s managed services include proactive monitoring and routine alert response. Approximately 95% of monitoring alerts are resolved within 20 minutes through quick fixes, automated scripts, or simple manual intervention. This routine work is included in managed services fees. The remaining alerts that require extended investigation, complex troubleshooting, or specialized remediation (exceeding 20 minutes) are billed at the Alert Remediation rate specified in the Order Form.

On-Site Support:

On-Site Support charges apply when physical presence at Partner’s location is required, including:

• Hardware installation, replacement, or repair
• Physical infrastructure work (cabling, network equipment installation)
• On-site troubleshooting and diagnostics
• Server room or datacenter work requiring physical access
• Equipment delivery, setup, and configuration
• Any work requiring technician presence at Partner site

On-Site Support is billed with a minimum charge as specified in the Order Form, which covers reasonable travel time within AOIT’s standard service area.

4.4.3 Time-Based Multipliers

Support work performed outside of Business Hours (08:00-17:00 Monday-Friday, excluding UK public holidays) is subject to time-based multipliers applied to the base hourly rate as specified in the Order Form or Quote.

Typical time-based multipliers:

Out-of-Hours (Weekday Evenings/Early Mornings – 17:00-08:00):

• Multiplier as specified in Order Form (typically applies to weekday work outside Business Hours)

Weekend (Saturday/Sunday):

• Multiplier as specified in Order Form (typically applies to any work performed Saturday or Sunday)

Bank Holidays:

• Multiplier as specified in Order Form (typically applies to England and Wales public holidays)

UK Public Holidays include: New Year’s Day, Good Friday, Easter Monday, Early May Bank Holiday, Spring Bank Holiday, Summer Bank Holiday, Christmas Day, and Boxing Day.

Time-based multipliers apply to the total billable time including minimum charges. Only one multiplier applies to any given work period (the highest applicable multiplier if work spans multiple time classifications).

4.4.4 Support Tier Exemptions from Multipliers

Partners subscribed to Premium Support or Elite Support tiers may receive exemptions from certain time-based multipliers for Priority 1 and Priority 2 incidents as specified in the Order Form and Service Level Agreement.

Typical exemptions for Premium and Elite Support:

Weekday Out-of-Hours Exemption: For Priority 1 (Critical) and Priority 2 (High) incidents occurring 17:00-08:00 on weekdays (Monday-Friday), Premium and Elite Support customers may be charged at the base hourly rate with no Out-of-Hours multiplier applied, as specified in the Order Form.

Weekend and Bank Holiday Multipliers: Weekend and Bank Holiday multipliers typically apply to all customers regardless of Support Tier, including Premium and Elite Support customers, unless otherwise specified in the Order Form.

Priority 3 and Priority 4 Requests: Priority 3 (Medium) and Priority 4 (Low) support requests submitted outside of Business Hours are either queued for response during the next Business Day, or charged at applicable time-based multipliers if immediate out-of-hours response is requested.

Specific Support Tier exemptions applicable to the Partner are detailed in the Order Form and Service Level Agreement.

4.4.5 Travel Time and Expenses (On-Site Support)

Standard Service Area:

For on-site work within AOIT’s standard service area (as defined in the Order Form), reasonable travel time to and from Partner’s site is covered by the minimum charge for On-Site Support. Mileage within the standard service area is included in the hourly rate.

Extended Service Area:

For on-site work beyond AOIT’s standard service area, the following may apply as specified in the Order Form:

• Travel time charges (typically at a reduced percentage of the On-Site Support hourly rate)
• Mileage charges for distance beyond the standard service area
• Time-based multipliers apply to travel time charges where applicable

Reimbursable Expenses:

Out-of-pocket expenses incurred during on-site visits may be charged to Partner at actual cost with receipts provided, including:

• Parking fees
• Road tolls
• Congestion charges or emission zone charges
• Other reasonable expenses directly related to the on-site visit

Expenses are itemized separately on invoices and are not subject to time-based multipliers.

Pre-Approval:

For on-site visits beyond the standard service area requiring estimated travel charges above a threshold specified in the Order Form, AOIT will notify Partner of estimated travel time and charges before dispatching a technician, except for Priority 1 emergency situations.

4.4.6 Billable Time vs. Non-Billable Time

Billable Time Includes:

• Active work time: troubleshooting, investigation, configuration, implementation
• Testing and validation of solutions
• Communication with Partner regarding technical issues and solutions
• Research and analysis specific to Partner’s issue or environment
• Travel time to/from Partner site (on-site support, as specified in Section 4.4.5)
• Time spent waiting for system responses (reboots, installations, processes) during active work
• Documentation of work performed and solutions implemented

Non-Billable Time (Clock Paused or Not Started):

• Time waiting for Partner to provide information, access, or approvals
• Time waiting for third-party vendors to respond or take action
• AOIT internal meetings, training, or coordination not specific to Partner’s issue
• Administrative tasks (invoicing, internal documentation, scheduling)
• Travel time within standard service area (covered by on-site minimum charge)
• Time after workaround is provided while AOIT works on permanent fix (unless Partner requests immediate permanent fix)

The billable time clock is paused when AOIT is waiting for Partner action or third-party response, and resumes when required information is received or approval is granted.

4.4.7 Estimates, Approval, and Communication

Work Estimates:

Where work is expected to exceed a threshold specified in the Order Form, AOIT will provide an estimate of expected time and cost before commencing work. Estimates are based on AOIT’s good faith assessment and are not binding quotations. Actual charges may vary based on complexity discovered during work.

Approval Thresholds:

Approval thresholds for time and materials work are specified in the Order Form. Typical thresholds:

• Below first threshold: AOIT proceeds with work
• Between first and second threshold: Estimate provided; approval preferred
• Above second threshold: Estimate provided; Partner approval required before proceeding

Exception: For Priority 1 incidents where delay would cause significant business impact, AOIT may proceed with work up to a higher threshold and notify Partner as soon as practical.

Exceeding Estimates:

If actual work is expected to exceed the original estimate by a percentage or amount specified in the Order Form, AOIT will notify Partner before incurring additional charges and seek approval to continue.

Communication During Extended Work:

For work exceeding a duration specified in the Order Form, AOIT will provide progress updates to Partner at reasonable intervals including estimated time remaining and any changes to initial assessment.

4.4.8 Time Clock Management

When Billing Clock Starts:

• Remote Support: When AOIT technician begins active work on Partner’s issue
• Alert Remediation: When AOIT begins investigation or remediation beyond the 15-minute included threshold
• On-Site Support: When technician arrives at Partner premises (or when departing AOIT office for extended service area, as specified in Order Form)

When Billing Clock Stops:

• Issue is resolved permanently
• Workaround is provided and accepted by Partner
• Work is handed over to Partner for approval/implementation
• Clock is paused for non-billable time as defined in Section 4.4.6

Multiple Interruptions:

If work is interrupted multiple times (e.g., waiting for Partner responses, vendor delays), all active work periods are tracked and billed cumulatively.

4.4.9 Invoicing for Time and Materials Work

Time and materials charges are invoiced according to thresholds specified in the Order Form. Typical invoicing schedule:

• Charges below first threshold: Included on next regular monthly invoice
• Charges between first and second threshold: Invoiced within specified number of days
• Charges above second threshold: Invoiced immediately upon completion

Each invoice line item includes:

• Date and time of service
• Service type (Remote Support, Alert Remediation, or On-Site Support)
• Brief description of work performed
• Ticket number or reference
• Total billable time with breakdown showing minimum charge and increments
• Applicable hourly rate
• Any time-based multipliers applied
• Travel time and mileage (if applicable for on-site work)
• Reimbursable expenses with receipts (if applicable)
• Total charge for line item

4.4.10 Relationship to Managed Services

Services Covered by Managed Services:

Partners with active Managed Services Agreements receive the following services included in monthly managed services fees (no additional time and materials charges):

• 24/7 proactive monitoring and alerting
• Alert remediation under 20 minutes per incident
• Monthly patch management and deployment
• Vulnerability scanning and basic remediation
• Routine device onboarding and offboarding
• Monthly service reports
• Standard software deployment (common business applications)
• Existing automation and remediation scripts

Services Subject to Time and Materials Charges:

Even with an active Managed Services Agreement, the following services are subject to time and materials charges as specified in this Section 4.4:

• Alert remediation exceeding 20 minutes per incident
• User-initiated support requests and reactive support
• Custom automation development or complex scripting
• Complex software deployments requiring extensive testing
• Application-specific configurations and integrations
• On-site support visits
• Work outside Business Hours (subject to applicable multipliers and Support Tier exemptions)
• Initial deployment of managed services (new customer onboarding)

4.5 Late Payment

If payment is not received by the 23rd day of the month, AOIT may:

• Charge a late payment fee of 10% of the total invoice amount
• Reserve the right to suspend Services for non-payment, where technically feasible, until payment is received in full
• Charge interest on overdue amounts at the rate of 8% per annum above the Bank of England base rate from the due date until payment is received

AOIT shall provide the Partner with at least 5 Business Days’ written notice before suspending Services for non-payment.

4.6 Disputed Invoices

If the Partner disputes any invoice in good faith, the Partner shall notify AOIT in writing within 10 Business Days of the invoice date, specifying the disputed amount and the reason for the dispute. The Partner shall pay any undisputed amounts by the due date. The parties shall work together in good faith to resolve any disputed amounts.

If Partner disputes time and materials charges, Partner must notify AOIT in writing within 7 days of invoice date stating specific reasons for the dispute. AOIT will provide detailed time logs and work documentation to support charges. Undisputed portions of invoices remain payable according to normal payment terms.

4.7 Price Increases

AOIT may increase the fees for Services by providing the Partner with at least 60 days’ written notice. Price increases shall not exceed 5% per annum. Price increases shall take effect at the next contract renewal date or, for monthly rolling contracts, at the start of the month following the 60-day notice period. Pricing specified in a Statement of Work for a fixed-price project shall not be subject to increase during the project term.

4.8 Taxes

All fees are exclusive of taxes. The Partner shall be responsible for all taxes (other than taxes based on AOIT’s net income), including without limitation sales, use, excise, VAT, and other similar taxes or duties imposed by any government authority on the Services provided under this Agreement.

5. Term and Termination

5.1 Initial Term

The initial term of this Agreement is specified in the Order Form and shall commence on the Effective Date. Typical contract terms are 12 months or monthly rolling as specified in the Order Form.

5.2 Renewal

For 12-month contracts: This Agreement shall automatically renew for successive 12-month periods unless either party provides written notice of non-renewal at least 45 days before the end of the then-current term. AOIT shall provide the Partner with written notice of the upcoming renewal at least 60 days before the renewal date.

For monthly rolling contracts: This Agreement shall continue on a month-to-month basis until terminated by either party in accordance with Section 5.3.

5.3 Termination for Convenience

For 12-month contracts: Either party may terminate this Agreement for convenience by providing at least 45 days’ written notice to the other party. If the Partner terminates before the end of the initial term or any renewal term, the Partner shall pay AOIT all fees that would have been payable for the remainder of the term (the “Early Termination Fee”).

For monthly rolling contracts: Either party may terminate this Agreement for convenience by providing at least 30 days’ written notice to the other party. No Early Termination Fee applies to monthly rolling contracts.

5.4 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if:

• The other party commits a material breach of this Agreement and fails to remedy such breach within 30 days of receiving written notice specifying the breach; or
• The other party becomes insolvent, enters administration or receivership, or commences winding-up proceedings (except for solvent reconstruction or amalgamation).

5.5 Effect of Termination

Upon termination or expiry of this Agreement:

• The Partner shall pay all outstanding fees and charges up to and including the termination date, plus any applicable Early Termination Fees
• AOIT shall, upon the Partner’s written request and at the Partner’s expense, provide reasonable assistance to facilitate migration of Services to another provider
• AOIT shall return or delete Partner Data in accordance with the Data Processing Agreement
• All rights and licenses granted under this Agreement shall immediately terminate
• Sections of this Agreement that by their nature should survive termination shall survive, including but not limited to Sections 4 (Fees and Payment for amounts owed), 6 (Intellectual Property), 7 (Confidentiality), 8 (Data Protection), 9 (Warranties and Disclaimers), 10 (Limitation of Liability), and 12 (General Provisions)

5.6 No Refunds

Except as expressly set out in this Agreement or required by law, all fees paid are non-refundable. AOIT shall not be obligated to refund any prepaid fees upon early termination by the Partner.

6. Intellectual Property

6.1 AOIT Intellectual Property

All intellectual property rights in and to the Services, including but not limited to software, documentation, methodologies, processes, and know-how, are and shall remain the exclusive property of AOIT or its licensors. Nothing in this Agreement transfers any ownership rights in AOIT’s intellectual property to the Partner.

6.2 Partner Data

As between AOIT and the Partner, all intellectual property rights in and to Partner Data are and shall remain the exclusive property of the Partner. The Partner grants AOIT a non-exclusive, royalty-free license to use, copy, store, transmit, and process Partner Data solely to the extent necessary to provide the Services.

6.3 Bespoke Development

For bespoke development projects specified in a Statement of Work, ownership of intellectual property in deliverables shall be as specified in the Statement of Work. Unless otherwise agreed in the Statement of Work, intellectual property in custom-developed deliverables shall transfer to the Partner upon payment in full of all fees, while AOIT retains ownership of any underlying tools, frameworks, or methodologies used in the development.

6.4 Feedback

If the Partner provides AOIT with any suggestions, ideas, or feedback regarding the Services (“Feedback”), AOIT may use such Feedback without restriction or obligation to the Partner. The Partner hereby assigns to AOIT all rights in any Feedback.

7. Confidentiality

7.1 Confidential Information

Each party shall keep confidential and not disclose to any third party any Confidential Information received from the other party, except as expressly permitted by this Agreement or with the prior written consent of the disclosing party.

7.2 Permitted Disclosures

A party may disclose Confidential Information:

• To its employees, officers, directors, contractors, and professional advisers on a need-to-know basis, provided such persons are bound by confidentiality obligations no less restrictive than those in this Agreement
• To the extent required by law, regulation, court order, or regulatory authority, provided that (where permitted by law) the receiving party provides the disclosing party with reasonable advance notice and cooperates with any efforts by the disclosing party to seek confidential treatment
• To subcontractors and service providers to the extent necessary to perform obligations under this Agreement, provided such parties are bound by appropriate confidentiality obligations

7.3 Exceptions

Confidential Information does not include information that:

• Is or becomes publicly available through no breach of this Agreement by the receiving party
• Was rightfully in the receiving party’s possession prior to disclosure
• Is rightfully obtained by the receiving party from a third party without breach of confidentiality obligations
• Is independently developed by the receiving party without use of or reference to the Confidential Information

7.4 Return or Destruction

Upon termination of this Agreement or upon request by the disclosing party, the receiving party shall promptly return or destroy all Confidential Information in its possession or control, except to the extent the receiving party is required to retain copies by law or for legitimate business purposes (such as financial records).

7.5 Duration

The obligations of confidentiality under this Section 7 shall survive termination of this Agreement and shall continue for a period of 5 years from the date of disclosure of the Confidential Information.

8. Data Protection

8.1 Data Processing Agreement

The parties agree to comply with the Data Processing Agreement available at www.aoitnetworks.com/data-processing-agreement, which is incorporated into this Agreement by reference. The Data Processing Agreement sets out the parties’ rights and obligations with respect to the processing of personal data under applicable data protection laws.

8.2 Compliance with Data Protection Laws

Each party shall comply with all applicable data protection laws in relation to its processing of personal data under this Agreement, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

8.3 Partner as Data Controller

The Partner acknowledges that it is the data controller (or equivalent under applicable law) of any personal data processed by AOIT on the Partner’s behalf in connection with the Services. AOIT acts as a data processor (or equivalent) with respect to such personal data.

9. Warranties and Disclaimers

9.1 AOIT’s Warranties

AOIT warrants that:

• It has the right and authority to enter into this Agreement and to perform its obligations hereunder
• The Services shall be provided with reasonable skill and care in accordance with industry standards
• It maintains appropriate insurance coverage including professional indemnity insurance, cyber liability insurance, and public liability insurance

9.2 Partner’s Warranties

The Partner warrants that:

• It has the right and authority to enter into this Agreement and to perform its obligations hereunder
• It has all necessary rights and permissions to provide Partner Data to AOIT and to use the Services as contemplated by this Agreement
• Its use of the Services shall comply with all applicable laws and regulations
• Partner Data does not and shall not infringe any third-party intellectual property rights or violate any applicable laws

9.3 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, AOIT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

AOIT does not warrant that the Services will be uninterrupted, error-free, or completely secure. AOIT does not warrant that defects will be corrected or that the Services will meet the Partner’s specific requirements.

The Partner acknowledges that the Services rely on third-party infrastructure, connectivity, and services, and that AOIT is not responsible for failures or interruptions caused by such third parties.

10. Limitation of Liability

10.1 Liability Cap

Subject to Section 10.2, AOIT’s total aggregate liability to the Partner arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the greater of:

• £10,000; or
• The total fees paid by the Partner to AOIT in the 12 months immediately preceding the event giving rise to the liability

10.2 Unlimited Liability

Nothing in this Agreement excludes or limits either party’s liability for:

• Death or personal injury caused by its negligence
• Fraud or fraudulent misrepresentation
• Breach of data protection laws
• Wilful misconduct or gross negligence
• Infringement of third-party intellectual property rights
• Any other liability that cannot be excluded or limited by law

10.3 Excluded Losses

Subject to Section 10.2, neither party shall be liable to the other for any:

• Loss of profits, revenue, or business
• Loss of anticipated savings
• Loss of business opportunity
• Loss of goodwill or reputation
• Loss or corruption of data
• Any indirect, consequential, special, or punitive losses or damages

whether or not such losses were foreseeable or the party was advised of the possibility of such losses.

10.4 Allocation of Risk

The Partner acknowledges that the fees payable under this Agreement reflect the allocation of risk set out in this Section 10 and that AOIT would not enter into this Agreement without these limitations on its liability.

10.5 Time Limit for Claims

No action, regardless of form, arising out of this Agreement may be brought by either party more than two years after the cause of action has accrued, except that an action for non-payment may be brought within six years.

11. Indemnification

11.1 Partner Indemnity

The Partner shall indemnify, defend, and hold harmless AOIT, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:

• The Partner’s breach of this Agreement, including breach of the Acceptable Use Policy
• The Partner’s breach of any representation or warranty in this Agreement
• The Partner’s violation of any law or regulation
• Any claim that Partner Data infringes or violates any third-party rights
• The Partner’s use of the Services in a manner not authorized by this Agreement
• Any claim by the Partner’s employees, customers, or other third parties arising from the Partner’s use of the Services

11.2 AOIT Indemnity

AOIT shall indemnify, defend, and hold harmless the Partner, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from any claim that the Services, when used in accordance with this Agreement, infringe any UK intellectual property rights of a third party.

AOIT’s indemnity obligation under this Section 11.2 shall not apply if the claim arises from:

• Modification of the Services by anyone other than AOIT
• Use of the Services in combination with products or services not provided by AOIT
• The Partner’s breach of this Agreement or use of the Services in a manner not authorized by this Agreement
• Partner Data or materials provided by the Partner

11.3 Indemnification Procedure

A party seeking indemnification under this Section 11 (the “Indemnified Party”) shall:

• Promptly notify the other party (the “Indemnifying Party”) in writing of any claim for which indemnification is sought
• Grant the Indemnifying Party sole control over the defence and settlement of the claim
• Provide reasonable cooperation and assistance to the Indemnifying Party in the defence of the claim

The Indemnifying Party shall not settle any claim in a manner that admits liability on behalf of the Indemnified Party or imposes any obligation on the Indemnified Party without the Indemnified Party’s prior written consent.

12. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent that such failure or delay is caused by a Force Majeure Event.

The affected party shall promptly notify the other party of the Force Majeure Event and shall use reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance as soon as reasonably practicable.

If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate this Agreement upon written notice to the other party.

13. General Provisions

13.1 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or franchise relationship between the parties. Neither party has the authority to bind the other or to incur any obligation on the other’s behalf.

13.2 Assignment

Neither party may assign, transfer, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement:

• To an affiliate
• In connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets

Any attempted assignment in violation of this Section shall be void. This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

13.3 Notices

All notices under this Agreement shall be in writing and shall be deemed given:

• When delivered personally
• When sent by email (provided that no delivery failure notification is received)
• One Business Day after being sent by reputable overnight courier
• Three Business Days after being sent by prepaid first-class post

Notices to AOIT shall be sent to:

AOIT Networks Ltd
Jarrow Business Centre, Rolling Mill Road
Jarrow, Tyne and Wear, NE32 3DT
Email: support@aoitnetworks.com

Notices to the Partner shall be sent to the address and email address specified in the Order Form or as otherwise notified in writing.

13.4 Entire Agreement

This Agreement, together with all Order Forms, Service Schedules, Statements of Work, and referenced policies, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral, concerning such subject matter.

13.5 Amendment

This Agreement may only be amended by written agreement signed by authorized representatives of both parties, except that AOIT may amend the Data Processing Agreement, Service Level Agreement, or Acceptable Use Policy to the extent necessary to comply with changes in law or regulation, provided that such amendments do not materially reduce the Partner’s rights or materially increase the Partner’s obligations.

13.6 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party granting the waiver. No waiver shall be deemed a continuing waiver or a waiver of any other provision. A party’s failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

13.7 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith to replace any invalid, illegal, or unenforceable provision with a valid provision that achieves, to the greatest extent possible, the original intent and economic effect.

13.8 Third-Party Rights

Except as expressly stated in this Agreement, nothing in this Agreement confers or purports to confer on any third party any benefit or any right to enforce any term of this Agreement. For the purposes of the Contracts (Rights of Third Parties) Act 1999, this Agreement is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions.

13.9 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution of this Agreement by electronic signature or exchange of PDF signatures shall be as effective as execution of original signatures.

13.10 Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions.

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

13.11 Publicity

Neither party shall issue any press release or make any public announcement concerning this Agreement without the prior written consent of the other party, except as may be required by law or regulatory authority. Notwithstanding the foregoing, AOIT may identify the Partner as a customer and use the Partner’s name and logo in customer lists, marketing materials, and on its website, unless the Partner objects in writing.

14. Bespoke Projects

14.1 Statement of Work

For bespoke development projects, consultancy services, or other non-standard work, the parties shall enter into a Statement of Work that references this Agreement. Each Statement of Work shall specify:

• Project scope and deliverables
• Project timeline and milestones
• Fees and payment schedule, including deposit requirements
• Intellectual property ownership
• Acceptance criteria
• Any project-specific terms or conditions

14.2 Deposit and Milestone Payments

For bespoke projects, the Partner shall pay:

• A deposit as specified in the Statement of Work before AOIT commences work
• Milestone payments as specified in the Statement of Work upon completion of each milestone

Work shall not proceed to the next milestone until payment for the previous milestone has been received in full.

14.3 Change Requests

Either party may request changes to a Statement of Work. Change requests shall be documented in writing and shall specify the proposed changes, impact on timeline, and any changes to fees. Change requests shall only become effective upon written agreement by both parties.

SCHEDULE C: SERVICE SCOPE & BOUNDARIES

This Schedule C forms part of the Master Services Agreement between AOIT Networks Ltd (“AOIT”) and the Partner. It defines the scope of managed services, boundaries between managed and unmanaged infrastructure, customer responsibilities, and support limitations.

1. MANAGED vs. UNMANAGED INFRASTRUCTURE

1.1 Managed Infrastructure

AOIT provides managed services only for infrastructure that meets one of the following criteria:

a) Procured through AOIT: Equipment, software, or services purchased from or through AOIT Networks

b) Deployed by AOIT: Infrastructure installed, configured, and deployed by AOIT Networks

c) Formally Onboarded: Existing infrastructure that has completed AOIT’s onboarding process as described in Section 2 below

Managed Infrastructure is:

• Monitored 24/7 by AOIT’s systems
• Included in monthly managed services fees
• Covered by SLA commitments
• Eligible for proactive maintenance and support
• Backed up (if backup services purchased)
• Subject to AOIT’s security policies and standards

1.2 Unmanaged Infrastructure

Unmanaged Infrastructure is infrastructure that does NOT meet the criteria in Section 1.1, including:

• Partner-purchased equipment not reviewed by AOIT
• Partner-deployed systems without AOIT involvement
• Shadow IT (undisclosed devices, software, or services)
• Personal devices (BYOD) not enrolled in AOIT program
• Systems AOIT has not been granted access to
• Equipment installed without AOIT consultation
• Legacy systems not reviewed or onboarded

Unmanaged Infrastructure:

• Is NOT monitored by AOIT
• Is NOT included in monthly managed services fees
• Is NOT covered by SLA commitments
• Will NOT receive proactive support or maintenance
• Is NOT backed up by AOIT
• May create security vulnerabilities or compatibility issues

Support for Unmanaged Infrastructure:

• Available on time & materials basis at standard support rates as specified in the Order Form
• Subject to AOIT availability (best effort)
• No SLA or response time commitments
• Billed separately from managed services
• May require onboarding before effective support can be provided

2. ONBOARDING EXISTING INFRASTRUCTURE

2.1 Onboarding Process

Partner may request AOIT onboard existing infrastructure into managed services. The onboarding process includes:

Discovery & Documentation:

• Complete inventory of equipment and configuration
• Network topology mapping
• Software and licensing review
• Security assessment
• Documentation of current state

Configuration Review:

• Assessment of configuration compliance with AOIT standards
• Identification of security gaps or risks
• Compatibility verification with AOIT management tools
• Review of vendor support status and warranties

Integration:

• Installation of AOIT monitoring agents
• Integration into AOIT management systems (RMM, backup, security)
• Baseline configuration backup
• Alert threshold configuration

Testing & Validation:

• Connectivity and monitoring verification
• Alert testing
• Backup testing (if applicable)
• Performance baseline establishment

Handover:

• Documentation delivery to Partner
• Service transition to managed status
• Addition to applicable managed services agreement

2.2 Onboarding Fees

Onboarding fees are based on complexity and time required. Rates are as specified in the Order Form.

Onboarding fees are one-time charges billed at standard support rates. Following onboarding, equipment is added to the applicable managed services agreement at monthly rates specified in the Service Schedule.

2.3 Onboarding Request Process

1. Partner submits onboarding request specifying infrastructure requiring management
2. AOIT conducts assessment (1-2 hours, potentially chargeable if extensive)
3. AOIT provides onboarding quote including estimated time, cost, and timeline
4. Partner approves quote and provides necessary access
5. AOIT performs onboarding per Section 2.1 process
6. Equipment added to managed services agreement at standard monthly rate
7. Confirmation and handover documentation provided to Partner

2.4 When Onboarding Is Recommended

AOIT recommends onboarding infrastructure when:

• Partner requires ongoing monitoring and support
• Infrastructure is business-critical
• Security compliance is required
• Integration with existing managed infrastructure is needed
• Proactive maintenance will reduce downtime and costs

Alternative to onboarding: Ad-hoc support at standard support rates with no SLA, no monitoring, and potentially longer resolution times due to lack of familiarity with systems.

3. SHADOW IT & UNDISCLOSED INFRASTRUCTURE

3.1 Partner Responsibility to Disclose

Partner must provide AOIT with complete and accurate disclosure of:

a) All Infrastructure: Servers, workstations, network equipment, mobile devices

b) All Software & SaaS: Applications, cloud services, subscriptions (business or departmental)

c) All Locations: Office sites, remote sites, network connections

d) All Vendors: IT service providers, software vendors, telecommunications providers

e) All Custom Applications: Line-of-business (LOB) software, bespoke development

3.2 Shadow IT Definition

“Shadow IT” includes any infrastructure, devices, software, or services that:

• Were procured by Partner without AOIT knowledge
• Were deployed by departments without IT approval
• Were not disclosed to AOIT during onboarding
• Partner uses for business purposes but AOIT has not been informed of

Common examples of Shadow IT:

• Personal cloud storage used for business (Dropbox, Google Drive)
• Department-purchased SaaS subscriptions (CRM, project management, marketing tools)
• Network equipment purchased and installed by Partner
• Servers or NAS devices set up without AOIT involvement
• Consumer-grade WiFi equipment
• Personal devices used for business without BYOD enrollment

3.3 Discovery of Shadow IT

When AOIT discovers shadow IT during support or monitoring:

1. AOIT will document and notify Partner of discovered infrastructure
2. AOIT will assess security risk and provide recommendations
3. Partner must choose:
   • Option A: Onboard into managed services (onboarding fees apply, then monthly fees)
   • Option B: Decommission/remove the infrastructure
   • Option C: Accept that AOIT will not support it (remains unmanaged)
4. AOIT cannot be responsible for issues arising from shadow IT, including:
   • Security vulnerabilities or breaches
   • Data loss or corruption
   • Network or system disruptions
   • Compliance violations

3.4 Security Implications of Shadow IT

Shadow IT may:

• Create unmonitored security vulnerabilities
• Bypass AOIT-configured security controls (firewalls, filtering, EDR)
• Store unprotected or unencrypted business data
• Violate compliance requirements (GDPR, industry regulations)
• Expose Partner to ransomware, malware, or data breaches
• Create unauthorized access points to Partner’s network

AOIT cannot be held responsible for security incidents arising from infrastructure AOIT was not aware of or given opportunity to secure.

3.5 Ongoing Disclosure Requirements

Partner agrees to notify AOIT promptly of:

• New equipment purchases (before deployment when possible)
• New software or SaaS subscriptions
• Changes to network infrastructure or internet connectivity
• New office locations or remote sites
• New IT vendors or service providers
• Any infrastructure changes that might affect AOIT-managed services

Best practice: Consult AOIT before purchasing or deploying new infrastructure to ensure compatibility, security, and supportability.

4. CUSTOMER ADMINISTRATIVE ACCESS & MODIFICATIONS

4.1 AOIT Configuration Authority

AOIT is responsible for initial configuration and ongoing management of Partner’s managed services according to industry best practices and security standards.

AOIT configures services to provide:

• Optimal security posture
• Reliable performance
• Compliance with standards (where applicable)
• Integration across infrastructure
• Efficient operation

4.2 Customer Administrative Access

For certain services, Partner may retain administrative access for business continuity and operational needs. Partner may have:

Full Administrative Access:

• Microsoft 365 (Global Admin, typically)
• Password Management (designated admins)
• Some LOB applications

Reporting/Dashboard Access:

• Email Security dashboards
• DNS Filter reports
• Backup console (restore requests)
• Security Operations dashboards (read-only)

No Direct Access:

• RMM Platform
• Endpoint management consoles
• Core security infrastructure configured by AOIT

4.3 Partner Modification Policy

Where Partner retains administrative access, Partner agrees to:

a) Consult AOIT before modifying AOIT-configured settings, policies, or configurations

b) Document any changes made without AOIT consultation

c) Accept responsibility for issues arising from Partner-initiated modifications

d) Notify AOIT promptly of emergency changes made without prior consultation

Why this matters:

• AOIT configures services according to tested, secure standards
• Modifications without understanding full impact can create vulnerabilities
• AOIT cannot troubleshoot effectively when configurations are unknown
• Customer modifications may conflict with monitoring or security policies

4.4 Support for Customer Modifications

Support required to troubleshoot, revert, or remediate issues arising from Partner-initiated modifications is chargeable at standard support rates as specified in the Order Form and is NOT included in monthly management fees.

Examples of chargeable support:

• Reverting Partner-modified security policies that broke functionality
• Troubleshooting issues caused by Partner configuration changes
• Fixing Partner-installed unapproved integrations or applications
• Remediating Partner-granted excessive permissions
• Cleaning up Partner-created configuration problems
• Restoring service after Partner-disabled security features

4.5 Support Included in Monthly Fees

Support for issues arising from:

• AOIT-configured settings and policies
• Vendor platform issues or outages
• Normal use and operation by users
• AOIT-approved and implemented changes
• Hardware or software failures (not caused by modifications)

These remain included in monthly management fees or covered by applicable SLA.

4.6 Change Detection

AOIT monitors service configurations for changes through:

• Audit logs and change tracking
• Configuration monitoring
• Alert correlation
• Regular security reviews

Partner-initiated modifications will be identified during support incidents or proactive reviews and may be discussed to ensure Partner awareness of potential risks or impacts.

4.7 Requesting Configuration Changes

Partner should request configuration changes through:

• Helpdesk ticket: support@aoitnetworks.com
• Email request: Describe desired change and business justification
• Account manager: For planned infrastructure changes

AOIT will:

• Assess change request for security and compatibility implications
• Implement approved changes following change management procedures
• Test and validate changes
• Document changes
• No additional charge for routine changes included in managed services

4.8 Emergency Changes by Partner

In genuine emergencies where AOIT cannot be reached and immediate action is required, Partner may make necessary changes and should:

1. Document what was changed, when, and why
2. Notify AOIT within 24 hours
3. Work with AOIT to validate changes don’t create ongoing risks
4. Expect AOIT may recommend adjustments or reverts if security compromised

AOIT will assess whether remediation or validation work is chargeable based on whether emergency was genuine and changes were necessary.

5. THIRD-PARTY APPLICATIONS & INTEGRATIONS

5.1 Supported Applications

AOIT supports applications that:

• Were procured through AOIT, OR
• Were approved and documented by AOIT, OR
• Are standard Microsoft or widely-used business applications

Examples of supported applications:

• Microsoft 365 (Exchange, Teams, SharePoint, OneDrive)
• Microsoft Windows and Windows Server
• Standard business applications (when procured/approved by AOIT)
• Line-of-business software (with vendor support contact provided)

5.2 Unsupported Applications

AOIT does NOT support:

• Applications procured directly by Partner without AOIT knowledge or approval
• Custom/bespoke applications developed for Partner (unless AOIT developed them)
• Consumer-grade applications used for business (personal Dropbox, Gmail, WhatsApp)
• Applications AOIT has not been granted access to or documentation for
• Software/SaaS installed or subscribed to without AOIT approval
• Unlicensed or pirated software

5.3 Integration Requests

When Partner requests integration of third-party applications with managed services:

1. AOIT will assess:
   • Compatibility with existing infrastructure
   • Security implications
   • Supportability
   • Complexity and time required
2. AOIT will provide:
   • Feasibility assessment
   • Time and cost estimate (if complex)
   • Documentation of any limitations or risks
   • Recommendations
3. Integration work:
   • May be included in managed services (for standard integrations)
   • May be quoted separately (for complex integrations requiring extensive configuration or testing)
   • Ongoing support subject to feasibility and Partner providing vendor contact

5.4 Partner-Installed Applications

Applications installed by Partner without AOIT approval:

• May cause conflicts with AOIT-managed services
• May create security vulnerabilities
• May not be compatible with security policies or monitoring
• Support is chargeable at standard support rates
• AOIT may recommend removal if causing issues

Partner should consult AOIT before installing new applications on managed infrastructure.

5.5 Line-of-Business (LOB) Applications

For industry-specific or custom applications:

Partner must provide:

• Vendor or developer contact information
• Support documentation and licensing details
• Administrator credentials (if AOIT needs access)

AOIT can provide:

• Basic server/infrastructure support (OS, database, connectivity)
• Coordination with application vendor
• Monitoring of application services

AOIT cannot provide:

• Application-specific troubleshooting (without vendor assistance)
• Custom application development or modification (unless separately contracted)
• Support for undocumented or unsupported applications

Support model:

• Application-specific issues: Partner contacts vendor directly
• Infrastructure issues: AOIT provides support
• Complex issues: AOIT can facilitate vendor liaison at standard support rates

5.6 Third-Party Vendor Terms

Many services provided by AOIT utilize third-party software, platforms, or services (e.g., Microsoft 365, SentinelOne, Ironscales, Adlumin).

Partner acknowledges that:

• Use of third-party services is subject to vendor’s terms and conditions
• AOIT acts as reseller/service provider
• In case of conflict, vendor terms control for that specific service
• AOIT’s warranties and liability are limited to those provided by vendor
• Partner is responsible for reviewing and complying with vendor terms

A list of third-party services and vendor terms is available upon request or may be provided in Schedule D.

6. PERSONAL DEVICES & BYOD

6.1 Company-Owned Devices

AOIT manages devices that are:

• Company-owned or company-purchased
• Assigned to employees for business use
• Provided to AOIT for management (monitoring agents installed, policies applied)

Included in managed services:

• Workstations, laptops, servers purchased by company
• Mobile devices purchased through AOIT or approved by AOIT
• Network equipment owned by company

6.2 Personal Devices (BYOD – Bring Your Own Device)

Personal devices owned by employees are NOT included in standard managed services unless:

• Formally enrolled in AOIT BYOD program (if offered)
• Owner consents to management software installation
• Owner agrees to AOIT security policies and monitoring
• BYOD onboarding fee paid

6.3 BYOD Enrollment (If Offered)

If AOIT offers BYOD enrollment:

Requirements:

• Device owner written consent
• Device assessment and compatibility check
• Installation of management/security software (MDM/MAM)
• Agreement to security policies (passcode, encryption, remote wipe)
• Understanding that AOIT may access device for support/security

Fees:

• Assessment and enrollment: Per Order Form (one-time)
• Monthly management: Added to managed services at applicable per-device rate

Owner responsibilities:

• Maintain device in good working order
• Keep device charged and connected
• Accept security policies and restrictions
• Understand company data may be remotely wiped if device lost

6.4 Personal Devices NOT Enrolled

For personal devices NOT enrolled in BYOD program:

• NOT monitored by AOIT
• NOT included in managed services fees
• NOT covered by SLA
• NOT backed up by AOIT
• Support available at standard support rates (best effort, device owner’s responsibility)

6.5 M365 Access from Personal Devices

Partner may allow employees to access Microsoft 365 from personal devices (email, Teams, OneDrive on personal phones/laptops).

AOIT’s scope:

• Manages M365 tenant and services
• Can assist with M365 access issues (account, password, connectivity)
• Can enforce conditional access policies (MFA, device compliance)

AOIT’s limitations:

• Does NOT manage the personal device itself
• Device hardware/software issues are owner’s responsibility
• Cannot provide full support for device problems

Example scenarios:

• “Can’t log into M365 on my phone” (M365 access issue) – AOIT can help
• “My personal laptop won’t turn on” (device issue) – NOT covered
• “My iPhone screen is cracked” (device hardware) – NOT covered
• “Conditional Access blocking me” (M365 policy) – AOIT can help

6.6 Data on Personal Devices

Data stored on personal devices (not enrolled in BYOD) is:

• NOT backed up by AOIT
• NOT protected by AOIT security controls
• Owner’s responsibility

Partner should ensure employees understand:

• Company data should remain in company-approved services (M365, not local storage)
• Personal device loss/theft may result in data loss
• AOIT cannot recover data from personal devices

7. BUSINESS HOURS & AFTER-HOURS SUPPORT

7.1 Business Hours Definition

Business Hours are defined in the Service Level Agreement and typically encompass standard UK business hours excluding public holidays.

UK Public Holidays include: New Year’s Day, Good Friday, Easter Monday, Early May Bank Holiday, Spring Bank Holiday, Summer Bank Holiday, Christmas Day, and Boxing Day.

7.2 Support Hours by Service Tier

Support hours and monitoring coverage vary by Partner’s service tier as specified in the Order Form and Service Level Agreement.

Typical service tier characteristics:

• Device management tiers: Business hours support
• Enterprise security operations tier: 24/7 monitoring with Business Hours AOIT support
• Unlimited support tier: Business hours support with after-hours availability

Specific support hours for Partner’s service tier are detailed in the Order Form and Service Level Agreement.

7.3 After-Hours Support Availability

After-hours support (outside Business Hours) is available for genuine emergencies at after-hours rates with applicable time-based multipliers as specified in the Order Form.

After-hours support:

• Subject to engineer availability
• Response time: Best effort
• Rates: After-hours multipliers applied to base rates (per Order Form)
• Minimum charge: As specified in Order Form

Partner must confirm acceptance of after-hours rates before AOIT commences work.

7.4 What Constitutes an Emergency

After-hours support is intended for emergencies that significantly impact business operations:

Qualifies as emergency:

• Complete server failure (all users unable to work)
• Complete network outage (business operations stopped)
• Critical security incident (active breach, ransomware)
• Data loss requiring immediate recovery to prevent significant business harm
• System failure affecting revenue-generating operations (e.g., retail POS down)

Does NOT qualify as emergency:

• Single user issues (one person can’t access email)
• Password resets
• Non-urgent requests
• Convenience requests (“Can you do this tonight instead of tomorrow?”)
• Issues that can wait until next Business Day without significant impact

7.5 Non-Emergency After-Hours Requests

Support requests submitted after-hours that are not genuine emergencies will be:

• Logged and queued for next Business Day
• Addressed during Business Hours at standard rates
• NOT billed at premium after-hours rates

7.6 Emergency Contact Procedure

After-hours emergencies:

1. Call AOIT emergency number: [Insert emergency contact number]
2. Describe the issue and business impact
3. AOIT will assess whether emergency support is appropriate
4. AOIT will confirm premium rates before proceeding
5. Work begins once Partner confirms acceptance of rates

Non-emergency support: Submit ticket via email to support@aoitnetworks.com (addressed next Business Day)

8. INTERNET CONNECTIVITY & EXTERNAL DEPENDENCIES

8.1 ISP Responsibility

AOIT does NOT provide internet connectivity. Partner’s Internet Service Provider (ISP) is:

• Partner’s responsibility to contract, pay, and maintain
• Partner’s first point of contact for internet outages or performance issues
• Responsible for WAN connectivity, broadband service, and external routing

8.2 AOIT’s Role with ISP Issues

When internet connectivity issues occur, AOIT will:

AOIT will:

• Verify whether issue is ISP-related or internal network problem
• Test internal network and equipment
• Provide Partner with ISP contact information
• Assist Partner in describing technical details to ISP (if requested)

AOIT will NOT:

• Be held responsible for ISP outages, performance, or service quality
• Contact ISP on Partner’s behalf (unless specifically requested and agreed)
• Provide internet backup or failover (unless Partner purchased 4G/5G backup service)
• Be liable for downtime caused by ISP issues

8.3 ISP Liaison (Chargeable)

If Partner requests AOIT liaise directly with ISP:

• Available at standard support rates (time & materials)
• Partner must provide AOIT with ISP account access and authorization
• AOIT will coordinate with ISP but cannot control ISP actions or timelines
• Billable time includes time on hold, coordinating with ISP support, and follow-up

8.4 Internet-Dependent Services

Many services require internet connectivity to function:

• Microsoft 365 (Exchange Online, Teams, SharePoint, OneDrive)
• Email services
• Cloud applications and SaaS
• Remote access and VPN
• Cloud backup services
• VoIP telephony

During ISP outages:

• These services will be unavailable or degraded
• This is NOT an AOIT service failure
• AOIT SLA does NOT cover ISP-caused outages
• AOIT cannot restore internet service (only ISP can)

8.5 Business Continuity Recommendation

For business-critical operations, AOIT recommends:

4G/5G Backup Connectivity:

• Automatic failover during ISP outages
• Maintains access to cloud services and email
• Minimal disruption to business operations
• See Mobile Services pricing in Service Schedule

Dual ISP:

• Two independent internet connections from different providers
• Automatic or manual failover
• Higher cost but maximum redundancy

8.6 Other External Dependencies

AOIT is NOT responsible for:

• Power outages (recommend UPS – Uninterruptible Power Supply)
• Telecommunications failures (phone lines, mobile networks)
• Cloud provider outages (Microsoft Azure, Google Cloud, AWS)
• Third-party SaaS outages (vendor-operated services)
• Natural disasters (flooding, fire, severe weather)
• Physical building issues (HVAC, physical security, water damage)

AOIT will assist in diagnosing whether issues are caused by external dependencies and will coordinate with vendors where appropriate, but cannot be held liable for external service failures.

9. ON-SITE VS. REMOTE SUPPORT

9.1 Remote-First Support Model

AOIT provides support primarily through remote access technologies:

• Remote Desktop Protocol (RDP)
• RMM console
• Remote PowerShell / SSH
• Remote assistance tools
• VPN access to Partner network

Benefits of remote support:

• Faster response times (no travel required)
• Lower cost (no travel time or mileage charges)
• Efficient for most technical issues
• Screen sharing for user guidance

9.2 When On-Site Visits Are Required

On-site support may be necessary for:

• Hardware installation, replacement, or repair
• Network equipment installation or cabling
• Physical infrastructure work
• Issues requiring hands-on troubleshooting (won’t boot, no network connectivity)
• Server room or datacenter work
• Equipment delivery and setup
• Physical security issues
• Situations where remote access is not available or not working

9.3 On-Site Support Rates

On-site support rates, travel time rates, mileage rates, and minimum charges are specified in the Order Form.

Typical on-site billing structure:

• On-site work: Charged at on-site support rates
• Travel time: Charged at travel time rates (outside standard service area)
• Minimum charge: As specified in Order Form
• Mileage: As specified in Order Form (for distances beyond standard service area)

Standard Service Area is defined in the Order Form. Within the standard service area, travel time is included in the minimum charge. Beyond the standard service area, travel time and mileage are charged separately.

Example billing structure (rates per Order Form):

• On-site work: X hours at on-site rate
• Travel time: Y hours at travel rate
• Mileage: Z miles at mileage rate
• Total: Per Order Form rates

9.4 Scheduling On-Site Visits

Standard (non-emergency) on-site visits:

• Require 48 hours notice
• Subject to engineer availability
• Scheduled during Business Hours unless otherwise agreed
• Partner should provide on-site contact and access arrangements

Emergency on-site visits:

• Available subject to engineer availability
• Premium rates may apply (see Section 7.3)
• AOIT will provide estimated arrival time

9.5 Remote Access Requirements

For effective remote support, Partner must provide AOIT with:

• Remote access to network (VPN credentials)
• Remote access to servers and workstations (RDP, RMM agents)
• Administrative credentials as needed
• After-hours access codes or procedures (if required)
• On-site contact person (if physical access might be needed)

If remote access is not available:

• On-site visit will be required
• On-site rates apply
• Resolution times may be longer
• Additional visits may be needed

9.6 Smart Hands Support

Where Partner has on-site staff available, AOIT can provide “smart hands” guidance:

How it works:

• AOIT guides Partner’s on-site staff remotely (via phone, video call, remote session)
• Partner staff performs physical tasks under AOIT direction
• AOIT technician remains remote

Benefits:

• No on-site charges
• Faster response (no travel time)
• Standard remote support rates apply

Examples:

• “Can you press the power button on the server?”
• “Can you swap the network cable to a different port?”
• “Can you check if lights are blinking on the switch?”
• “Can you plug in the USB drive I’m sending?”

Partner staff must be comfortable performing basic technical tasks under direction.

10. HARDWARE FAILURES & WARRANTIES

10.1 Hardware Ownership

Partner owns all hardware (servers, workstations, network equipment, storage) unless explicitly purchased as a managed service (e.g., hosted infrastructure) from AOIT.

Partner is responsible for:

• Purchasing or leasing hardware
• Maintaining hardware in good working condition
• Replacing failed or end-of-life hardware
• Manufacturer warranty claims

10.2 Hardware Failure Response

When hardware fails:

AOIT will:

• Diagnose hardware failure (included in managed services)
• Notify Partner of failed component and recommendation
• Provide vendor/manufacturer contact information
• Assist with manufacturer warranty claim process (may be chargeable if extensive)
• Quote replacement procurement and installation

Partner must:

• Make decision on replacement hardware
• Purchase replacement (or authorize AOIT to procure)
• Pay for replacement hardware and installation

10.3 AOIT-Supplied Hardware

For hardware procured through AOIT:

Under manufacturer warranty:

• AOIT will facilitate warranty claim at no charge
• AOIT will handle RMA (Return Merchandise Authorization) process
• Replacement hardware obtained from manufacturer
• Installation included in managed services or quoted separately

Post-warranty:

• Partner responsible for replacement hardware cost
• AOIT will quote replacement and installation
• Installation charged at standard rates

10.4 Hardware Replacement Installation

Installing replacement hardware (rates as specified in Order Form):

Installation includes:

• Physical hardware replacement
• Operating system installation (if required)
• Configuration restoration from backup/documentation
• Testing and validation
• User handover

10.5 Emergency Hardware Replacement

For critical failures requiring immediate replacement:

AOIT may provide:

• Loaner hardware (if available, subject to availability)
• Emergency procurement from suppliers (expedited shipping at Partner’s expense)
• After-hours installation (premium rates apply per Section 7.3)

Partner is responsible for:

• Replacement hardware cost
• Expedited shipping fees
• Premium rate installation (if after-hours)

10.6 Hardware NOT Procured Through AOIT

For hardware Partner procured directly:

Partner is responsible for:

• Manufacturer warranty claims
• Obtaining replacement hardware
• Providing warranty documentation to AOIT

AOIT can assist with:

• Warranty claim process (may be chargeable if time-consuming)
• Compatibility verification
• Installation of replacement

AOIT is NOT responsible for:

• Warranty claim outcomes
• Replacement hardware compatibility issues
• Delays in manufacturer warranty process

10.7 End-of-Life Hardware

AOIT will notify Partner of:

• Hardware approaching end-of-life (manufacturer end-of-support)
• Hardware out of manufacturer support (security risk)
• Hardware showing signs of failure (proactive replacement recommended)
• Replacement recommendations and budget estimates

Partner’s responsibility:

• Budget for hardware refresh cycles (typically 3-5 years for workstations, 5-7 years for servers)
• Plan for replacement before failures occur
• Approve hardware procurement and replacement

Failure to replace end-of-life hardware may result in:

• Increased downtime and support costs
• Security vulnerabilities (no patches for old OS)
• Incompatibility with new software
• Potential data loss

11. SOFTWARE LICENSING & COMPLIANCE

11.1 Partner Licensing Responsibility

Partner is responsible for:

• Owning sufficient licenses for all software used in business
• Maintaining license compliance (not using more licenses than owned)
• Renewing licenses and subscriptions before expiry
• Providing proof of licenses if audited by software vendors

AOIT is NOT responsible for Partner’s software licensing compliance unless AOIT procures and manages those licenses on Partner’s behalf.

11.2 AOIT-Managed Licenses

For licenses procured through AOIT (Microsoft 365, security software, etc.):

AOIT will:

• Track license counts and usage
• Monitor renewal dates
• Provide renewal notices 90 days in advance
• Facilitate license renewal process
• Maintain license documentation

Partner must:

• Approve renewal (confirm continued need)
• Authorize payment for renewed licenses
• Notify AOIT of changes in license requirements (adding/removing users)

11.3 Partner-Procured Licenses

For licenses Partner procured directly:

Partner must:

• Provide license keys and documentation to AOIT
• Track renewal dates
• Renew licenses directly with vendor

AOIT will:

• Use provided licenses for installation and deployment
• Remind Partner if AOIT notices license approaching expiry
• Not be responsible for tracking Partner-managed licenses

11.4 Unlicensed Software Discovery

If AOIT discovers unlicensed or improperly licensed software:

1. AOIT will notify Partner immediately
2. AOIT will recommend immediate licensing to achieve compliance
3. AOIT may be required to remove unlicensed software if Partner does not license properly
4. AOIT cannot support unlicensed software (security and legal risk)

Partner acknowledges:

• Using unlicensed software is illegal
• Software vendors conduct audits and impose significant fines
• AOIT will not install or support unlicensed software
• Partner is solely responsible for licensing compliance and any fines resulting from non-compliance

11.5 Software Audits

In the event Partner receives a software audit notice (Microsoft, Adobe, Autodesk, etc.):

AOIT can assist with:

• Audit response coordination (chargeable at standard support rates)
• Providing documentation for AOIT-managed licenses
• Inventory of software installed on managed infrastructure
• Recommendations for achieving compliance

Partner is responsible for:

• Overall audit compliance and response
• Any fines, penalties, or back-licensing fees
• Licensing for software not managed by AOIT

11.6 License Optimization

AOIT can review Partner’s software licensing and recommend:

• Unused licenses that can be removed (cost savings)
• More cost-effective licensing options (different edition or subscription)
• Consolidation opportunities (combining licenses)
• Compliance improvements

License optimization review available at standard support rates.

12. USER TRAINING & APPLICATION USAGE SUPPORT

12.1 Technical Support vs. End-User Training

AOIT provides technical support (fixing issues, troubleshooting errors) but does NOT provide end-user training (teaching users how to use software applications).

12.2 Included Technical Support

Technical support included in managed services or helpdesk support:

AOIT will help with:

• Fixing technical issues and errors
• Troubleshooting problems preventing user from working
• Resolving access problems (can’t log in, can’t access files/applications)
• Fixing configuration issues
• Resolving performance problems
• Recovering from technical failures

Examples:

• “Outlook keeps crashing” – Technical issue (included)
• “Can’t send emails – getting error message” – Technical issue (included)
• “Computer won’t turn on” – Technical issue (included)
• “Can’t access shared drive” – Technical issue (included)
• “VPN won’t connect” – Technical issue (included)

12.3 NOT Included – End-User Training

End-user training on how to use software is NOT included in managed services:

AOIT does NOT provide:

• “How do I use Excel?” – Training (not included)
• “How do I create a Teams meeting?” – Training (not included)
• “How do I format this Word document?” – Training (not included)
• “How do I use QuickBooks to generate reports?” – Training (not included)
• “Teach me how to use PowerPoint” – Training (not included)
• General software training or “how-to” sessions – Training (not included)

These are training requests, not technical support.

12.4 Quick Guidance (Included)

Brief guidance on basic tasks (5-10 minutes or less) is included:

Quick guidance provided:

• “How do I reset my password?” – Quick guide (included)
• “How do I access email on my phone?” – Quick guide (included)
• “Where is the print function in this application?” – Quick guide (included)
• “How do I share a file in OneDrive?” – Quick guide (included)

Guideline: If it can be explained in under 10 minutes and is a basic procedural question, AOIT will provide quick guidance as part of support.

12.5 Formal Training (Chargeable)

For formal training needs, AOIT offers training at applicable training rates as specified in the Order Form:

• One-on-one training: Per Order Form rates, minimum 1 hour
• Group training: Per Order Form rates, minimum 1 hour
• Training sessions scheduled in advance
• Can cover Microsoft 365, Windows, standard business applications

Training rates and minimum charges are specified in the Order Form.

Alternatives:

• AOIT can provide links to Microsoft training resources (free)
• AOIT can recommend third-party training providers
• AOIT can provide quick reference guides or video tutorials

12.6 Distinguishing Support from Training

Decision framework:

If in doubt, AOIT will clarify with Partner whether request is technical support or training before commencing chargeable work.

13. DATA OWNERSHIP & BACKUP RESPONSIBILITY

13.1 Data Ownership

All data stored in Partner’s systems remains Partner’s property. AOIT does NOT claim ownership of Partner data at any time.

13.2 Ultimate Backup Responsibility

PARTNER IS ULTIMATELY RESPONSIBLE FOR THEIR DATA.

Even where AOIT provides backup services:

• Partner should understand what is backed up and what is not
• Partner should periodically verify backups are working
• Partner should maintain independent backups of mission-critical data where feasible
• Partner should test restores periodically

AOIT backup services are a safety net, NOT a guarantee against all data loss.

13.3 AOIT Backup Services (Where Purchased)

Where Partner has purchased AOIT backup services:

AOIT will:

• Configure backup policies per Partner’s purchased service
• Monitor backup job completion daily
• Alert on backup failures
• Perform restores upon request
• Maintain backup retention per service purchased

AOIT’s liability:

• Limited to refund of backup service fees for affected period
• AOIT is NOT liable for data loss beyond backup service fee refunds
• Partner acknowledges backup is not infallible (hardware failures, corruption, etc.)

13.4 Data NOT Backed Up by AOIT

AOIT is NOT responsible for data loss where:

• Partner did not purchase AOIT backup services
• Data was stored in locations not covered by backup service (local drives, USB drives, personal devices)
• Partner deleted data and did not notify AOIT within backup retention period
• Data was on personal devices or unmanaged infrastructure
• Backup failed and Partner ignored AOIT alerts
• Data loss occurred despite AOIT backup (Partner acknowledges backup is not infallible)

13.5 Backup Retention Periods

Backup retention is per purchased service:

• Standard retention: As specified in Service Schedule
• Extended retention: As specified in Service Schedule or Order Form
• Partner must request restores within retention period
• Data older than retention period may not be recoverable

13.6 Restore Testing Responsibility

Partner should periodically test restores to verify:

• Backups are completing successfully
• Data is recoverable
• Restore process works as expected

AOIT can facilitate restore testing:

• Test restores to isolated environment
• Verification that backup data is intact
• Chargeable at standard support rates

Partner should test restores at least annually or after major changes to infrastructure.

13.7 Backup of Third-Party SaaS

For third-party SaaS applications (not provided by AOIT):

• Partner is responsible for backup unless AOIT provides specific backup service for that application
• Many SaaS providers do NOT provide comprehensive backup
• Partner should understand SaaS provider’s backup/recovery capabilities

Example:

• AOIT provides M365 Backup service for Microsoft 365 data
• If Partner does NOT purchase this service, Microsoft’s built-in retention is all that protects data
• Partner is responsible for M365 data if backup service not purchased

14. EFFECTIVE DATE & UPDATES

14.1 Effective Date

This Schedule C is effective as of the date specified at the top of this document and applies to all services provided under the Master Services Agreement.

14.2 Updates to Schedule C

AOIT may update this Schedule C from time to time:

• To reflect changes in services offered
• To clarify ambiguous provisions based on experience
• To comply with legal or regulatory requirements

Notice of changes:

• Partner will be notified of material changes at least 30 days in advance
• Updated Schedule C will be available at www.aoitnetworks.com
• Continued use of services constitutes acceptance of updated Schedule C

14.3 Partner Acknowledgment

By signing the Order Form or Service Schedule referencing this Master Services Agreement and Schedule C, Partner acknowledges that Partner has read, understood, and agrees to the service scope, boundaries, and limitations set forth in this Schedule C.

RATES AND PRICING REFERENCES

All rates, fees, and charges referenced in this Schedule C are specified in the Order Form or applicable Service Schedule. This includes but is not limited to:

• Standard support rates (remote support, time & materials)
• Alert remediation rates
• On-site support rates
• Travel time rates and mileage rates
• After-hours rates and time-based multipliers
• Training rates
• Monthly service fees per device or per user
• Onboarding fees
• Minimum charges and billing increments

Partner should refer to the Order Form for current applicable rates.

SERVICE TIER REFERENCES

Support hours, monitoring coverage, response times, and SLA commitments vary by Partner’s service tier. Service tiers and their associated benefits are detailed in:

• Order Form (specifying Partner’s selected tier)
• Service Level Agreement (defining response times and commitments)
• Service Schedules (detailing tier features and pricing)

This Schedule C describes service scope and boundaries applicable across all service tiers. Specific tier benefits and limitations are documented in the Order Form and Service Level Agreement.

END OF SCHEDULE C