What was said
What this says
As at Fri 9 Oct 2026Clonvara's COO, legal manager and head of finance negotiated the order form before signature. Open points: a liability cap for regulated data, quarterly payment and a first-term concession. Signature target is 17 Oct 2025.
What happened: Lewis Kerr and Owen Tallis walked Brendan Moran, Shane Keane and Gráinne Lynch through the revised order form and the master agreement. The order form total is £54k, the first-year figure including implementation, before VAT.
Customer view: Shane wants supplier liability for data issues not capped at the level in the draft, because the data is regulated. He accepted that the brain running in Clonvara's own Snowflake account changes how he reads it, but wants the wording to say so.
Commercial: Brendan asked for flexibility on the first term. Owen offered a first-term concession only, ending at renewal and not stacked; quarterly payment was agreed as a written exception.
Watch: Brendan will sign only the executed version, after Shane's review. The outcome of the signature is not shown in this call.
Themes
As at Fri 9 Oct 2026Who was there
BG-Demo
Them
Follow-up
Next steps
As at Fri 9 Oct 2026- Lewis Kerr to send the revised order form and liability note before the end of that week.
- Owen Tallis and Lewis Kerr to settle a position on the liability cap at Monday's review and write to Shane Keane.
- Shane Keane to review the revised wording within a few days, ahead of the 17 Oct 2025 signature target.
Risks
As at Fri 9 Oct 2026- Shane Keane wants data liability uncapped at the draft level, which may need a revised position from BG-Demo.
- Brendan Moran will sign only a final executed document, so any late change could slip the 17 Oct 2025 target.
- A first-term concession was requested and ends at renewal, so the renewal price step is a known later conversation.
Opportunities
As at Fri 9 Oct 2026- Liability wording that reflects data living in Clonvara's own Snowflake account could resolve the main legal objection.
- Quarterly subscription payment as a written exception may remove a finance blocker to signature.
- Brendan is comfortable with the shape from a compliance view, so the deal looks close.
Transcript
- Lewis KerrGood afternoon, everyone. Brendan, Shane, Gráinne, thanks for joining. I've also brought Owen Tallis, our VP Sales, who's here for the commercial points.
- Owen TallisAfternoon. Thanks, Lewis. Good to meet you all. I'll mostly listen and come in on terms.
- Brendan MoranGood afternoon. Before we start, to confirm the documents in front of us: I have the revised order form and the master agreement, both as received last week. Shane and Gráinne have the same.
- Shane KeaneYes, I have both. I've marked up the agreement, I'm afraid. There are a few points.
- Gráinne LynchAnd I have the order form. I only have questions on the payment side.
- Owen TallisGood. Let's make the most of the time. Lewis, where do we stand against the date?
- Lewis KerrThe date I'm working to is 17 Oct 2025 for signature. The total in the order form is £53,800, which is the first-year figure including the one-off implementation fee, before VAT. I'll leave it there and let Shane and Gráinne go first on their points.
- Shane KeaneThank you. The first point is liability. Our standard is that supplier liability for data issues is not capped at the level in your draft. We would want to discuss that.
- Owen TallisI understand. Can I ask what you'd want instead? Because I'd need to take it back. I don't want to say yes or no on the call and be wrong either way.
- Shane KeaneWe would want it to reflect the nature of the data. It is regulated information about our brokers and claimants. An amount tied to the fees alone does not feel right.
- Lewis KerrCan I add something? The brain runs inside your own Snowflake account, so your data doesn't sit with us. That's relevant to the exposure, and it's worth putting in front of whoever reviews it on our side.
- Shane KeaneThat is a fair point, and it does change how I read it. I would still want the wording to say so explicitly.
- Owen TallisRight. So the action is that we look at wording that reflects where the data lives, and we come back with a position on the cap. Lewis, can you own that with me?
- Lewis KerrYes. I'll bring it to Owen's review on Monday and come back to Shane in writing.
- Brendan MoranThank you. I would like to confirm that anything agreed on this call is recorded in the order form and not left as an understanding.
- Owen TallisAgreed. Nothing's binding until it's in the executed order form. Gráinne, you had payment questions?
- Gráinne LynchYes. Two. First, the invoice. Is it a single invoice for the whole first-year amount, or split between implementation and subscription?
- Lewis KerrSplit, as Brendan asked. Two lines, so you can see the implementation and the subscription separately. The terms are thirty days.
- Gráinne LynchGood. Second, we would prefer to pay the subscription quarterly. Can that be done?
- Owen TallisIt can, on request, and I'm happy to put it in. Annual in advance is the default, so it's an agreed exception and it will be written in.
- Gráinne LynchThank you. Then I have no more questions on payment.
- Brendan MoranThen perhaps I may raise the price itself. From a compliance point of view I am comfortable with the shape. From a value point of view, I would ask whether there is any flexibility on the first term.
- Owen TallisFair to ask. I'll be straight with you. I can look at the first term only. Any concession applies to year one and ends at renewal, and I won't stack it with anything else. Let's not discount twice.
- Brendan MoranThat is clear and I appreciate the frankness. I would not expect it to continue beyond the first term.
- Owen TallisGood. So what I'd propose is this. Lewis sends a revised order form with the first-term position, the itemised lines and the quarterly payment option, and a note on the liability wording. And I'd like a dated next step from your side too. Who signs?
- Brendan MoranI sign, after Shane has reviewed the agreement. I will not sign a draft, only the executed version.
- Shane KeaneI can have my review done within a few days of receiving the revised wording.
- Lewis KerrThen to put a number on the timing, I'll have the revised order form and liability note with you before the end of this week, and we hold 17 Oct 2025 as the target for signature. Does that work?
- Brendan MoranIt does, provided the document is final when it arrives. Let us do this properly.
- Owen TallisUnderstood. It will be marked clearly as the version that replaces the earlier one.
- Gráinne LynchThank you, all. That was efficient.
- Lewis KerrThanks, everyone. I'll send that over today. Kind regards.