1. Description of Services

The Service Provider ("NexGen IT Solutions Ltd") agrees to provide the following managed IT services to the Client ("Ashford & Cole Consulting Ltd"):

• 24/7 network monitoring and incident response
• Monthly security patching and vulnerability assessments
• Cloud infrastructure management (AWS hosted environments)
• Help desk support for up to 150 users (business hours: 8:00–18:00 GMT, Monday–Friday)
• Quarterly business reviews and capacity planning reports

Detailed service level targets are set forth in Schedule A attached hereto.

2. Service Level Agreement

The Service Provider commits to the following service levels:

Priority	Response Time	Resolution Target
Critical (P1)	30 minutes	4 hours
High (P2)	2 hours	8 hours
Medium (P3)	4 hours	2 business days
Low (P4)	1 business day	5 business days

The Service Provider shall maintain a minimum uptime of 99.5% for monitored systems, measured monthly. Service credits of 5% of monthly fees apply for each 0.1% below the uptime target, capped at 30% of monthly fees.

3. Fees and Payment

The Client agrees to pay the Service Provider a monthly retainer of £8,500 (eight thousand five hundred pounds sterling), invoiced on the first business day of each calendar month. Payment terms are net thirty (30) days from invoice date.

Additional services outside the scope defined in Section 1 shall be billed at the following rates:

• Senior Engineer: £150/hour
• Engineer: £100/hour
• Help Desk Analyst: £65/hour

All fees are exclusive of VAT, which shall be added at the prevailing rate.

4. Term and Renewal

This Agreement commences on the Effective Date and continues for an initial term of twelve (12) months. Thereafter, the Agreement shall automatically renew for successive twelve-month periods unless either party provides written notice of non-renewal at least ninety (90) days before the end of the current term.

Fees for renewal periods may be adjusted by the Service Provider with at least sixty (60) days' written notice before the start of the renewal term, provided that any increase shall not exceed 5% per annum.

5. Data Protection

The Service Provider shall process personal data only in accordance with the Client's documented instructions and in compliance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. The Service Provider shall:

• Implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk
• Not transfer personal data outside the United Kingdom without the Client's prior written consent and appropriate safeguards
• Assist the Client in responding to data subject access requests within the statutory timeframe
• Notify the Client without undue delay upon becoming aware of a personal data breach

6. Limitation of Liability

Neither party shall be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement, including lost profits, lost revenue, or loss of data, regardless of the theory of liability.

The Service Provider's total aggregate liability under this Agreement shall not exceed the total fees paid by the Client during the twelve (12) months immediately preceding the event giving rise to the claim. Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

7. Termination

Either party may terminate this Agreement:

• For convenience, with ninety (90) days' written notice
• Immediately, if the other party commits a material breach and fails to remedy it within thirty (30) days of written notice specifying the breach
• Immediately, if the other party becomes insolvent, enters administration, or ceases to carry on business

Upon termination, the Service Provider shall provide reasonable transition assistance for a period of up to sixty (60) days, at the applicable hourly rates set forth in Section 3.

8. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties agree to submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any disputes arising under or in connection with this Agreement.

9. Notices

All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by recorded delivery post, or sent by email with confirmed receipt to the registered addresses of the parties.