Master Services Agreement

AOIT Networks Ltd – Master Services Agreement

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 (Standard, Advanced, Premium, or Elite) 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.

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.

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.

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 15 minutes) required to resolve issues discovered proactively through AOIT’s monitoring systems, including:

• Extended troubleshooting of monitored alerts requiring more than 15 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 15 minutes per incident is included in managed services fees at no additional charge. Work exceeding 15 minutes is billed at the applicable hourly rate specified in the Order Form.

The 15-Minute Rule:

AOIT’s managed services include proactive monitoring and routine alert response. Approximately 95% of monitoring alerts are resolved within 15 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 15 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 15 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 15 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.