Mossbrook Data Partners - Master Services Agreement v2

A. Definitions and interpretation

• Agreement means this Master Services Agreement together with the order form that refers to it.
• Services means the B-Viz Starter subscription and the implementation described in the order lines above.
• Customer Data means the data held in the Customer's own Snowflake account and the sources connected to it.
• Term means the period from 29 Aug 2025 to 28 Aug 2026, unless renewed in writing.
• Headings are for convenience only and do not affect interpretation.

B. The Services

• BG-Demo will provide B-Viz as one queryable layer over the Customer's connected sources, built and run inside the Customer's own Snowflake account.
• The Starter tier covers one team, with pages, chat and search. The user allowance is the standard Starter allowance and is a soft limit. The connector allowance is the standard Starter allowance and is a hard limit.
• The implementation is a fixed-fee, one-off engagement of four weeks covering up to four connectors.
• Any additional users, connectors or add-ons will only be supplied under a further written order.

C. Implementation

• BG-Demo will configure the agreed connectors and confirm when each is live and indexing records.
• The Customer will give timely access to the systems being connected and name a technical contact.
• The fixed implementation fee of £6,000 covers the scope in the order lines and no other work.
• Work outside that scope will be agreed in writing before it begins.

D. Fees and payment

• The subscription fee of £20k is invoiced annually in advance.
• The implementation fee of £6,000 is invoiced once.
• Invoices are payable within 30 days of the invoice date. All amounts are in pounds sterling and exclusive of VAT.
• No discount applies to this order.
• Quarterly billing is not part of this draft and would need to be requested and agreed separately.

E. Service levels

• The service credit applies for a month in which the availability commitment is missed.
• Under the Starter tier, a delay in the nightly refresh is not a credit event. It will still be investigated through the support process.
• Credits are the Customer's sole financial remedy for a missed availability commitment.

F. Customer responsibilities

• Keep access credentials for connected systems current and tell BG-Demo promptly when a source system is changed or replaced.
• Use the Services only for the Customer's own business and its own client base, within the limits of the Starter tier.
• Ensure it has the right to connect the data it asks BG-Demo to index.

G. Data protection and security

• B-Viz runs inside the Customer's Snowflake account, so Customer Data remains under the Customer's control.
• BG-Demo will process personal data only on the Customer's documented instructions and will apply appropriate technical and organisational measures.
• A separate data processing agreement will accompany the executed order form.
• BG-Demo will tell the Customer without undue delay if it becomes aware of a personal data breach affecting Customer Data.

H. Confidentiality

• Each party will keep the other's confidential information secure and use it only for the purposes of this Agreement.
• This does not apply to information that is public through no fault of the recipient, or that must be disclosed by law.
• These obligations continue after the Agreement ends.

I. Intellectual property

• BG-Demo keeps all rights in B-Viz and its documentation.
• The Customer keeps all rights in Customer Data.
• The Customer receives a non-exclusive, non-transferable right to use B-Viz during the Term.

J. Liability

• Neither party excludes liability that cannot be excluded by law.
• Subject to that, each party's total liability in a contract year is limited to the fees paid or payable for that year. The final cap wording is an open point below.
• Neither party is liable for indirect or consequential loss.

K. Term, renewal and termination

• The Agreement starts on 29 Aug 2025 and runs to 28 Aug 2026.
• BG-Demo's customer success manager will contact the Customer ahead of the end of the Term about renewal. Renewal terms will follow the price book in force at that time.
• Either party may terminate for material breach that is not remedied within a reasonable period after written notice.
• On termination, BG-Demo will stop the Services and the Customer's data will remain in its own Snowflake account.

L. General

• This Agreement is governed by the law of England and Wales.
• Changes must be in writing and signed by both parties.
• If the order form and this Agreement conflict, the executed order form prevails.

Open points in this draft

• Customer review of the liability cap wording in clause J.
• Confirmation of the Customer's named technical contact for implementation.
• Confirmation that annual billing in advance is acceptable.
• Agreement on how the Customer's own client base will be described in the permitted use wording.

Signature block

This draft is unsigned. The executed copy will carry the signatures below.