Marlcliff Security Services - Master Services Agreement v2
Documentdraft Marlcliff Security Services · contract · draft · 2 May 2025
Draft master services agreement for the Growth tier, prepared 2 May 2025, not binding until signed. It sets availability at 99.5%, P1 first response at 1 business hour, and an annual fee of £40k after a 10% first-term discount.
What it says
What this says
As at Fri 9 Oct 2026Draft master services agreement for the Growth tier, prepared 2 May 2025, not binding until signed. It sets availability at 99.5%, P1 first response at 1 business hour, and an annual fee of £40k after a 10% first-term discount.
What it is: a draft MSA between BG-Demo and Marlcliff Security Services, covering a Growth subscription and implementation. It states "Not binding until signed by both parties" and the signature block is blank.
Commits: the subscription is £40k a year, billed annually in advance, plus a £12k one-off implementation fee, total contract value £52k. Invoices are payable "within 30 days of the invoice date".
Unusual: the credit is "10% of one month's fee, for availability breaches only", so stale data is not credited. The discount applies to the first term only, and the term runs 5 Jun 2025 to 4 Jun 2026.
Not settled: the connector list, the liability cap wording, the invoicing contact and the data processing agreement are open points. The text does not show whether it was ever executed, so it cannot set contracted price or terms. Renewal fees are "not agreed by this draft".
As found in this document
As at Fri 9 Oct 2026- Date end4 Jun 2026Source: the AI read of this record
- Date start5 Jun 2025Source: the AI read of this record
- Price£39,600Source: the AI read of this record
- Availability99.5%Source: the AI read of this record
- P1 first response1 business hourSource: the AI read of this record
- Nightly refreshComplete by 07:00 customer local time on business daysSource: the AI read of this record
- Service credit10% of one month's fee, for availability breaches onlySource: the AI read of this record
- Subscription fee£39,600 annual recurring feeSource: the AI read of this record
- Implementation fee£12,000 one-offSource: the AI read of this record
- Total contract value£51,600Source: the AI read of this record
- BillingThe subscription is billed annually 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
The document
Body
Marlcliff Security Services - Master Services Agreement v2
Status: Draft. Prepared on 2 May 2025 for review by Marlcliff Security Services. Not binding until signed by both parties.
Parties
| Party | Details |
|---|---|
| Supplier | BG-Demo, London |
| Customer | Marlcliff Security Services, Bristol |
| BG-Demo account owner | Lewis Kerr, Account Executive |
| BG-Demo customer success manager | Daniel Okafor |
Background
Marlcliff Security Services provides manned guarding, mobile patrol and alarm monitoring to business clients across the South West and South Wales. The Customer wishes to use B-Viz so that its account managers, control room and credit control teams can see each client's sites, incidents, calls and invoices together. B-Viz is built and run inside the Customer's own Snowflake account.
This agreement sets out the general terms. The commercial detail sits in the order schedule below.
Definitions
Read the whole document (5,154 characters)
- Services: the B-Viz subscription at the Growth tier and the Growth implementation described in this agreement.
- Subscription Term: the period from 5 Jun 2025 to 4 Jun 2026.
- Connector: a configured link between a Customer system and B-Viz.
- Fees: the amounts set out in the order schedule.
Order schedule
| SKU | Description | Qty | Unit price | Discount | Net | Type |
|---|---|---|---|---|---|---|
| SUB-GROWTH | B-Viz Growth subscription | one | £44k | 10% | £40k | Recurring, annual |
| IMP-GROWTH | Implementation, Growth (eight weeks, up to eight connectors) | one | £12k | 0% | £12k | One-off |
| Summary | Amount |
|---|---|
| Annual recurring fee | £40k |
| One-off implementation fee | £12k |
| Total contract value | £52k |
The discount applies to the first Subscription Term only. It does not carry over to any renewal term.
Term
The Subscription Term starts on 5 Jun 2025 and ends on 4 Jun 2026, unless renewed in writing. BG-Demo's customer success manager will contact the Customer ahead of the end date to discuss renewal. Renewal fees will be set out in a new order form and are not agreed by this draft.
Implementation
BG-Demo will carry out the Growth implementation over eight weeks, connecting up to eight Connectors. The Customer will give timely access to the systems concerned and name a technical contact. The final list of Connectors is still to be agreed (see open points).
Fees and payment
- The subscription is billed annually in advance.
- The implementation fee is billed once, as a fixed fee.
- Invoices are payable within 30 days of the invoice date.
- All amounts are in pounds sterling. The VAT position is shown on each invoice.
Service levels
| Measure | Commitment |
|---|---|
| Availability | 99.5% |
| P1 first response | 1 business hour |
| Nightly refresh | Complete by 07:00 customer local time on business days |
| Service credit | 10% of one month's fee, for availability breaches only |
Service credits under this agreement are based on availability. A period in which B-Viz is available but shows data that has not refreshed is not an availability breach for the purposes of a credit.
Customer data
The Customer's data stays in the Customer's own Snowflake account. BG-Demo accesses it only to deliver and support the Services. BG-Demo will not use Customer data for any other purpose. Both parties will comply with applicable data protection law, and a data processing agreement will accompany this agreement.
Customer responsibilities
- Keep source systems accessible and tell BG-Demo before making major changes to them.
- Use the Services within the Growth user and connector allowances.
- Keep credentials secure and tell BG-Demo promptly of any suspected misuse.
Confidentiality
Each party will keep the other's confidential information private, use it only for this agreement, and return or delete it on request when the agreement ends.
Liability
Neither party limits liability for anything the law does not allow it to limit. Otherwise, each party's total liability is limited as set out in the final signed version. The cap wording is under review and is listed below.
Termination
Either party may end this agreement for material breach that is not put right within a reasonable period after written notice. On termination, BG-Demo will help the Customer retain access to its own data in its own Snowflake account.
General
This agreement is governed by the law of England and Wales. Changes must be in writing and signed by both parties. This draft replaces the earlier draft and has no effect until executed.
Open points (draft only)
- Customer to confirm the final list of Connectors for implementation.
- Customer's legal team to review the liability wording.
- Customer to confirm the invoicing contact in credit control.
- Confirm the data processing agreement is attached at signing.
Signatures
To be signed once the open points are closed.
| For BG-Demo | For Marlcliff Security Services |
|---|---|
| Signature: | Signature: |
| Job title: Account Executive | Job title: Authorised signatory |
| Date of signing: | Date of signing: |
Unusual terms
As at Fri 9 Oct 2026- 10% first-term discount only
- Credits for availability only, not data freshness
- Liability cap wording under review