Strensall Merchants - Master Services Agreement v2
Documentdraft Strensall Merchants · contract · draft · 29 Jan 2025
Unsigned draft Enterprise master services agreement issued 29 Jan 2025, 28 Feb 2025 to 27 Feb 2026. Availability 99.9%, P1 first response half an hour, annual recurring charges £114k, implementation £30k. Not binding until signed.
What it says
What this says
As at Fri 9 Oct 2026Unsigned draft Enterprise master services agreement issued 29 Jan 2025, 28 Feb 2025 to 27 Feb 2026. Availability 99.9%, P1 first response half an hour, annual recurring charges £114k, implementation £30k. Not binding until signed.
What it is: a draft for discussion, stating "Not binding until signed by both parties". It covers the Enterprise subscription, additional users and implementation, and the signature block is blank.
Commits: availability "99.9%", P1 first response "Half an hour", nightly refresh by 07:00 on business days, and a credit of 10% of one month's fee for a missed availability or refresh commitment. Recurring charges are invoiced quarterly in advance, payable within 30 days.
Unusual: recurring charges are quarterly rather than annual in advance, and implementation covers up to twelve connectors. Liability follows BG-Demo's standard terms and is not set out.
Not settled: the open points list the liability wording, the connector list, the customer's named signatory and the finance invoicing contact. The text does not show that an executed copy exists, so this draft is superseded by any signed order form.
As found in this document
As at Fri 9 Oct 2026- Date end27 Feb 2026Source: the AI read of this record
- Date start28 Feb 2025Source: the AI read of this record
- Price£113,500Source: the AI read of this record
- Availability99.9%Source: the AI read of this record
- P1 first responseHalf an hourSource: the AI read of this record
- Data refreshNightly refresh complete by 07:00 customer local time on business daysSource: the AI read of this record
- Service creditthe Customer is credited 10% of one month's feeSource: the AI read of this record
- Annual recurring charges£113,500Source: the AI read of this record
- One-off implementation fee£30,000Source: the AI read of this record
- BillingThe recurring charges are invoiced quarterly, in equal instalments, in advance.Source: the AI read of this record
- Payment termsInvoices are payable within 30 days of the invoice date.Source: the AI read of this record
- ImplementationBG-Demo will deliver the implementation over twelve weeks from the start date.Source: the AI read of this record
The document
Body
Strensall Merchants - Master Services Agreement v2
Status: Draft for discussion, issued 29 Jan 2025. Not binding until signed by both parties.
Prepared by Lewis Kerr, Account Executive, BG-Demo. Customer account contact at BG-Demo for adoption matters: Daniel Okafor, Customer Success Manager.
Parties
| Party | Details |
|---|---|
| Supplier | BG-Demo, London |
| Customer | Strensall Merchants, York |
BG-Demo supplies B-Viz, an AI-queryable layer over the Customer's CRM, calls, emails, tickets, product usage, finance and HR data, built and run inside the Customer's own Snowflake account. The Customer is a builders' merchants group and will use B-Viz so that its branch, trade-credit and key-account teams can see each trade account's orders, deliveries, calls and credit together.
Term
| Item | Detail |
|---|---|
| Tier | Enterprise |
| Start date | 28 Feb 2025 |
| End date | 27 Feb 2026 |
| Renewal | Handled by BG-Demo's customer success team, who will give notice of renewal ahead of the end date |
Order lines
All prices are in pounds sterling and exclude VAT, which is added at the prevailing rate.
Read the whole document (5,213 characters)
| SKU | Description | Qty | Unit price | Discount | Net | Type |
|---|---|---|---|---|---|---|
| SUB-ENTERPRISE | B-Viz Enterprise subscription | 1 | £110k | 0% | £110k | Recurring, annual |
| ADD-USERS-10 | Additional 10 users | 1 | £3,500 | 0% | £3,500 | Recurring, annual |
| IMP-ENTERPRISE | Implementation, Enterprise: twelve weeks, security review support, up to twelve connectors | 1 | £30k | 0% | £30k | One-off |
Contract value
| Measure | Amount |
|---|---|
| Annual recurring charges (subscription plus additional users) | £114k |
| One-off implementation fee | £30k |
| Total contract value for the term | £144k |
No discount applies to any line.
Billing and payment
- The recurring charges are invoiced quarterly, in equal instalments, in advance.
- The one-off implementation fee is invoiced separately from the recurring charges.
- Invoices are payable within 30 days of the invoice date.
- All invoices are issued in GBP.
Implementation
- BG-Demo will deliver the implementation over twelve weeks from the start date.
- The implementation includes support for the Customer's security review.
- The implementation covers up to twelve connectors. The Customer and BG-Demo will agree the connector list during the first weeks of the project, and any connector promised in a later order form will carry its own commitment on when it goes live.
- Connecting further systems beyond the allowance is by written change, priced at BG-Demo's then current add-on rates.
Service levels
| Measure | Commitment |
|---|---|
| Availability | 99.9% |
| P1 first response | Half an hour |
| Data refresh | Nightly refresh complete by 07:00 customer local time on business days |
Service credits
- Credits under this agreement are based on both availability and data freshness.
- For each month in which either the availability commitment or the nightly refresh commitment is missed, the Customer is credited 10% of one month's fee.
- A month with a breach attracts a single credit, however many breaches fall within it.
- Credits are applied to a later invoice and are the Customer's remedy for a service level miss.
Use of the service
- The Customer's users may use B-Viz for the Customer's own internal business purposes only.
- The Customer is responsible for the access it gives its users and for keeping its credentials secure.
- The Enterprise tier includes single sign-on and SCIM provisioning, and an executive sponsor at BG-Demo.
Data and security
- B-Viz runs inside the Customer's own Snowflake account. The Customer's data stays in that account and remains the Customer's property.
- BG-Demo will process Customer data only to provide the service and to support it.
- A data processing agreement will be signed alongside this agreement and forms part of it.
- BG-Demo will support the Customer's security review as part of the implementation.
Confidentiality
Each party will keep the other's confidential information secret, use it only for the purposes of this agreement and disclose it only to those who need it and are bound to the same duty. This survives the end of the agreement.
Liability
The limits and exclusions of liability will follow BG-Demo's standard terms for the Enterprise tier. Nothing in this agreement limits liability that cannot lawfully be limited.
Governing law
This agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
Open points in this draft
- The Customer's legal team to confirm the liability wording.
- The connector list for the implementation to be agreed.
- The Customer to confirm its named signatory.
- The Customer to confirm the invoicing contact in its finance team.
Signatures
This draft is not signed.
| For BG-Demo | For Strensall Merchants |
|---|---|
| Name: Lewis Kerr | Name: to be confirmed by the Customer |
| Title: Account Executive | Title: authorised signatory |
| Signature: not yet signed | Signature: not yet signed |
| Date: on signing | Date: on signing |
Unusual terms
As at Fri 9 Oct 2026- quarterly billing in advance
- up to twelve connectors in implementation
- liability wording left to standard terms