Free Service Level Agreement Template

DEFINITIONS

"Services" means the services described in Clause 2 and any Schedule. "Service Hours" means the hours during which the Services are made available as set out in Clause 3. "Incident" means any event that causes, or is reasonably likely to cause, an interruption to or reduction in the quality of the Services. "Critical Incident" means an Incident that causes complete failure of the Services, severe degradation of a core function, or loss of access by a majority of users. "High Incident" means an Incident that causes material degradation affecting normal business operations but with a workaround available. "Normal Incident" means any other non-critical Incident affecting ancillary functionality. "Response Time" means the elapsed time between notification of an Incident by the Client and acknowledgement, triage and commencement of remediation by the Service Provider (and does not mean resolution). "Uptime" means the percentage of the Service Hours in a calendar month during which the Services are available, excluding pre-approved Scheduled Maintenance and Excluded Events (Clause 8).

SCOPE OF SERVICES

The Service Provider shall provide the Client with the following services (the "Services"): Cloud hosting, IT support, managed network monitoring and cybersecurity services for BrightPath's retail estate (25 stores) and head office. The Service Provider shall provide the following key deliverables: 24/7 infrastructure monitoring, incident ticketing via the Nexus portal, weekly backups with 30-day retention, quarterly penetration testing and annual disaster-recovery exercise. The following matters are expressly excluded from the Services: Third-party SaaS failures outside Nexus's control; end-user device hardware replacements; bespoke development beyond standard configuration. The Service Provider shall perform the Services with reasonable care and skill, as required by the term implied under section 13 of the Supply of Goods and Services Act 1982, and within a reasonable time where no time is fixed, as required by section 14 of that Act.

SERVICE HOURS AND AVAILABILITY

The Services shall be made available during the following Service Hours: 24 hours a day, 7 days a week, including public holidays. Outside the Service Hours, the Service Provider shall use reasonable endeavours to respond to Critical Incidents within the Response Times set out in Clause 4. Scheduled Maintenance shall be carried out at times agreed between the parties or, failing agreement, outside the Service Hours on no less than 48 hours' written notice to the Client.

RESPONSE TIMES AND UPTIME GUARANTEE

The Service Provider shall target the following Response Times, measured from the time an Incident is reported by the Client through the Service Provider's designated channels:

(a) Critical Incident: acknowledgement and commencement of remediation within 1 hour(s);
(b) High Incident: acknowledgement and commencement of remediation within 4 hour(s);
(c) Normal Incident: acknowledgement and commencement of remediation within 8 business hour(s).

The Service Provider further guarantees minimum monthly Uptime of 99.9%, calculated in accordance with Clause 5, excluding pre-approved Scheduled Maintenance and Excluded Events under Clause 8.

PERFORMANCE MEASUREMENT

Uptime and Response Time shall be measured using Pingdom and New Relic monitoring with five-minute polling intervals, cross-referenced against the Nexus incident management system. Uptime is calculated as ((Total Service Hours in the month − Downtime) ÷ Total Service Hours in the month) × 100, where Downtime excludes Scheduled Maintenance and Excluded Events. The Service Provider shall retain Incident logs, availability data and measurement records for a minimum of twelve (12) months and make them available to the Client on reasonable written request.

SERVICE CREDITS

Where the Service Provider fails to meet a service level set out in Clause 4 in a given calendar month, the Client shall be entitled to a service credit calculated as follows: 5% of the monthly Service Fees for the first 0.1% shortfall below the guaranteed Uptime, rising by a further 5% for each additional 0.1% shortfall, up to a maximum of 50% of the monthly Service Fees. Service credits shall be applied against the Service Fees invoice for the month immediately following the month in which they accrued and, if the Agreement has been terminated, shall be paid to the Client within 30 days. The parties acknowledge that service credits: (a) are a genuine and proportionate pre-estimate of the loss likely to be suffered by the Client and protect the Client's legitimate interest in timely performance, and accordingly are not a penalty applying the principles in Cavendish Square Holding BV v Talal El Makdessi [2015] UKSC 67; and (b) are the Client's sole financial remedy for failure to meet the agreed service levels, save in the case of a persistent or material breach (defined as three or more qualifying breaches in any rolling six-month period) in which case the Client's ordinary contractual remedies shall also apply.

REPORTING

The Service Provider shall provide the Client with a written service performance report on a monthly basis. Each report shall include: (a) Uptime statistics for the reporting period; (b) a summary of Incidents (number, severity and duration) and their resolution; (c) Response Time metrics against the targets in Clause 4; (d) details of any Scheduled Maintenance and Excluded Events; (e) service credits accrued (if any); and (f) root-cause analysis of any persistent or material failure.

EXCLUSIONS AND FORCE MAJEURE

The Service Provider shall not be liable for failure to meet the service levels where such failure arises from (each an "Excluded Event"): (a) circumstances beyond the Service Provider's reasonable control, including acts of God, war, terrorism, pandemic, civil unrest, failure of third-party telecommunications or cloud infrastructure (except where used by the Service Provider as its own sub-processor), cyber-attack by a third party (excluding any attack facilitated by the Service Provider's negligence), strikes (other than of its own workforce) and governmental acts or orders; (b) pre-approved Scheduled Maintenance windows notified under Clause 3; (c) acts or omissions of the Client, its personnel or third parties under the Client's control; (d) use of the Services contrary to the Documentation or the Service Provider's reasonable written instructions; or (e) failure of equipment, software or networks not supplied, managed or specified by the Service Provider. The affected party shall notify the other without undue delay, shall use reasonable endeavours to mitigate and resume performance, and if the event continues for more than 60 days, either party may terminate on written notice.

FEES AND PAYMENT

The Client shall pay the Service Provider fees of £8,500 (the "Service Fees"), monthly in arrears within 30 days of the date of invoice. All sums are exclusive of VAT, which shall be charged at the rate prescribed by the Value Added Tax Act 1994. Any sum not paid by its due date shall bear interest and fixed-sum compensation under the Late Payment of Commercial Debts (Interest) Act 1998, including statutory interest at 8% above the Bank of England base rate (section 6) and compensation under section 5A. Where the Client disputes any portion of an invoice in good faith, it shall pay the undisputed portion on time and notify the Service Provider of the disputed amount with supporting reasons within 14 days of the invoice date.

ESCALATION PROCEDURE

Where an Incident is not resolved within the agreed Response Time or where a persistent or material failure arises, the Client may escalate the matter to Mark Davies, Director of Operations (mark.davies@nexusit.co.uk). If the matter is not resolved within 5 business days of escalation, it shall be referred to senior management of each party (the Service Provider's Head of Service Delivery or equivalent, and the Client's operational sponsor) for a documented review meeting within a further 10 business days.

DATA PROTECTION AND SECURITY

To the extent the Services involve the processing of personal data (as defined in Article 4(1) of the UK GDPR), the parties shall comply with their obligations under the UK GDPR, the Data Protection Act 2018 and applicable Information Commissioner's Office codes of practice. Where the Service Provider acts as a processor on behalf of the Client, the parties shall enter into (or the Client shall procure the execution of) a data processing agreement meeting the requirements of Article 28 UK GDPR before any processing begins. Each party shall implement appropriate technical and organisational measures in accordance with Article 32 UK GDPR. Personal data shall not be transferred outside the United Kingdom save in accordance with Chapter V of the UK GDPR (including reliance on UK adequacy regulations or the International Data Transfer Agreement). Each party shall notify the other without undue delay, and in any event within 48 hours, of any personal data breach affecting the Services, and shall cooperate in good faith with any investigation or regulatory notification.

LIMITATION OF LIABILITY

Nothing in this Agreement excludes or limits either party's liability for: (a) death or personal injury caused by negligence (section 2(1) Unfair Contract Terms Act 1977); (b) fraud or fraudulent misrepresentation (section 3 Misrepresentation Act 1967); (c) where the Client is a consumer, any liability that cannot be excluded under the Consumer Rights Act 2015; or (d) any other liability which cannot lawfully be excluded or limited. Subject to the foregoing, neither party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for: (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of anticipated savings; (v) loss of or damage to goodwill; (vi) loss of or corruption of data; or (vii) any indirect or consequential loss. Subject always to the foregoing, the total aggregate liability of the Service Provider to the Client in respect of all claims arising under or in connection with this Agreement shall not exceed the total Service Fees paid by the Client in the twelve (12) months immediately preceding the first event giving rise to liability. The parties acknowledge that these limitations are reasonable for the purposes of section 11 of the Unfair Contract Terms Act 1977 and section 3 of the Misrepresentation Act 1967, having regard to the Service Fees, the availability of insurance and the allocation of risk.

TERM, TERMINATION AND REVIEW

This Agreement shall commence on 2026-05-01 and continue until terminated in accordance with this Clause. Either party may terminate for convenience on not less than ninety (90) days' written notice. Either party may terminate with immediate effect by written notice if the other: (a) commits a material breach and (where remediable) fails to remedy within 30 days of written notice; (b) commits persistent breaches (three or more qualifying service-level breaches in any six-month period shall be deemed persistent); or (c) becomes insolvent, enters administration, liquidation or analogous insolvency procedure under the Insolvency Act 1986, or ceases or threatens to cease business. This Agreement shall be reviewed annually on each anniversary of the Effective Date, or upon any material change in the scope of services. Either party may propose amendments to the service levels by providing not less than 30 days' written notice; amendments take effect only when agreed in writing by both parties.

DISPUTE RESOLUTION

Before commencing court proceedings (other than for urgent injunctive relief or recovery of undisputed debts), the parties shall attempt in good faith to resolve any dispute arising under this Agreement by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. If the dispute is not resolved within 30 days of the start of the mediation, either party may commence proceedings in the courts of England and Wales.

GOVERNING LAW AND JURISDICTION

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Subject to Clause 14, the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

GENERAL PROVISIONS

Entire agreement: This Agreement (including any Schedule) constitutes the entire agreement between the parties and supersedes all prior negotiations, representations and agreements, save that nothing in this clause limits any liability for fraud or fraudulent misrepresentation.

Variation: No variation of this Agreement is effective unless in writing and signed by or on behalf of both parties.

Waiver: No failure or delay to exercise any right or remedy operates as a waiver, nor does any single or partial exercise prevent any further exercise.

Severance: If any provision is or becomes invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary, with the remainder of this Agreement unaffected.

Assignment: Neither party may assign, transfer or sub-contract any of its rights or obligations without the prior written consent of the other (such consent not to be unreasonably withheld), save that either party may assign to a group company or successor in title.

Third-party rights: A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

Notices: Notices shall be given in writing to the addresses stated in this Agreement and shall be deemed received on delivery by hand, on the next business day if sent by first-class post, or on the next business day following transmission if sent by email.

Counterparts: This Agreement may be executed in counterparts, and delivery of an executed counterpart by email (PDF) or qualified electronic signature is effective.