Ardcarne Life Assurance - Master Services Agreement v1
Documentdraft Ardcarne Life Assurance · contract · draft · 2026-08-20
Unsigned draft Master Services Agreement prepared 20 Aug 2026 for Ardcarne Life Assurance, with a DORA addendum. It sets no price and does not restate service levels. Liability, governing law and exit plan are still open.
What it says
What this says
Current to 11 Oct 26Unsigned draft Master Services Agreement prepared 20 Aug 2026 for Ardcarne Life Assurance, with a DORA addendum. It sets no price and does not restate service levels. Liability, governing law and exit plan are still open.
What it is: a draft general-terms agreement, marked "Draft, for review by Ardcarne Legal and Procurement. Not executed." Commercial terms sit in an order form that is not in this document.
Commits: if signed, BB-Demo would notify Ardcarne of any Incident "within twenty-four hours of BB-Demo becoming aware of it", and complete two post-incident actions by the end of this calendar year, confirmed in writing with evidence.
Unusual: the post-incident actions follow the July service incident raised in the security review. The DORA addendum, the exit plan and the subcontracting notice are tailored to a regulated insurer.
Not settled: liability caps are "reserved for review by both Legal teams", governing law is "to be confirmed", and the exit plan is to be agreed before commercial terms. Ardcarne has not confirmed that twenty-four hours fits its policy, and BB-Demo has not confirmed the completion date internally.
As found in this document
Current to 9 Oct 26- Incident notificationwithin twenty-four hours of BB-Demo becoming aware of itwithin twenty-four hours of BB-Demo becoming aware of it · Source: object_read:doc_008_007
- Post-incident actionsBoth actions are to be complete by the end of this calendar yearBoth actions are to be complete by the end of this calendar year · Source: object_read:doc_008_007
- Service levelsthose of the tier named in the order form unless the order form says otherwisethose of the tier named in the order form unless the order form says otherwise · Source: object_read:doc_008_007
The document
Body
Ardcarne Life Assurance - Master Services Agreement v1
Status: Draft, for review by Ardcarne Legal and Procurement. Not executed.
Draft prepared 20 Aug 2026 by Matteo Ricci, Account Executive, BB-Demo. This draft is subject to Legal on both sides and does not bind either party until an executed copy is signed.
Parties
| Party | Role | Contact |
|---|---|---|
| BB-Demo | Supplier of the company brain and related services | Matteo Ricci, Account Executive |
| Ardcarne Life Assurance, Dublin | Customer, an Irish life and pensions insurer supervised by the Central Bank of Ireland and subject to DORA | Aoife Kinsella, Head of Procurement and Outsourcing |
BB-Demo's customer success lead for the account is Elena Novak.
Purpose and structure
This agreement sets the general terms under which BB-Demo provides the company brain to Ardcarne: one AI-queryable layer over Ardcarne's CRM, calls, emails and tickets, built and run inside Ardcarne's own Snowflake account, so that broker distribution and customer service share one view of each broker firm.
Read the whole document (6,960 characters)
Commercial terms (tier, connectors, users, fees and term) sit in an order form issued under this agreement. Nothing in this draft sets a price. Where an order form and this agreement differ, the executed order form prevails on the commercial points it covers.
Clause A: Definitions
- Services: the subscription, implementation and support described in an order form.
- Customer Data: all data of Ardcarne held in or processed through its Snowflake account.
- Incident: any event that compromises the availability, integrity or confidentiality of the Services or Customer Data.
- Critical Function: any function Ardcarne has recorded in its outsourcing register as supported by the Services.
Clause B: Services and service levels
BB-Demo will provide the Services in line with the service levels for the tier named in the order form. Availability, first response to priority incidents and the nightly refresh target are those of that tier unless the order form says otherwise. Service credits apply as set out for that tier. This draft does not restate the figures; they are carried in the order form so that there is one source.
Clause C: Customer Data and Snowflake
- Customer Data stays in Ardcarne's Snowflake account at all times.
- BB-Demo accesses Customer Data only to deliver and support the Services.
- BB-Demo will not use Customer Data to train models for other customers.
- Connectors are configured only to systems Ardcarne has approved in writing.
Clause D: Security
BB-Demo will maintain the security measures described in the security review pack provided to Ardcarne and will tell Ardcarne's security team of any material change to them. Ardcarne may audit BB-Demo's compliance on reasonable notice, subject to the audit and access terms in the DORA addendum.
Clause E: DORA addendum
The parties agree that the following terms apply because Ardcarne is subject to DORA and the Services support Critical Functions.
Incident notification
- BB-Demo will notify Ardcarne's designated security contact of any Incident affecting the Services within twenty-four hours of BB-Demo becoming aware of it.
- The notification will state what is known at that point: the nature of the Incident, the systems and data affected, and the steps under way.
- BB-Demo will send updates as facts become known and a written post-incident report once the cause is confirmed.
- BB-Demo will cooperate with Ardcarne's own reporting duties to its regulator.
Post-incident actions
Following the July service incident discussed during Ardcarne's security review, BB-Demo commits to two post-incident actions:
- the first action, covering the corrective measures to the affected service components;
- the second action, covering the improvements to monitoring and customer notification.
Both actions are to be complete by the end of this calendar year. BB-Demo will confirm completion to Ardcarne in writing, with evidence, and the parties will treat the written confirmation as the record that the commitment has been met.
Open points on this addendum
- Ardcarne Procurement to confirm whether twenty-four hours matches its outsourcing policy for Critical Functions.
- Ardcarne Legal to confirm the wording of the regulator cooperation clause.
- BB-Demo to confirm with engineering that the completion date for the two actions is agreed internally before this draft is finalised.
Clause F: Exit plan and termination assistance
The exit plan needs to cover the following, and is to be agreed before commercial terms are finalised:
- the circumstances in which Ardcarne may begin an exit, including regulatory direction;
- a transition period during which the Services continue on the existing terms;
- return of Customer Data in an agreed, documented format, which is straightforward because it already resides in Ardcarne's Snowflake account;
- removal of BB-Demo's connectors and access from Ardcarne's systems, confirmed in writing;
- reasonable assistance from BB-Demo's team to move to an alternative provider or to bring the function in-house;
- the charges, if any, for assistance beyond that included in the order form.
This clause is a draft position. Ardcarne's Procurement team may require changes to match its outsourcing policy.
Clause G: Subcontracting
BB-Demo will not subcontract any part of the Services that supports a Critical Function without prior written notice to Ardcarne and will remain responsible for its subcontractors. Ardcarne may object on reasonable grounds.
Clause H: Confidentiality and data protection
Each party keeps the other's confidential information confidential and uses it only for this agreement. BB-Demo processes personal data only on Ardcarne's documented instructions under a data processing agreement to be signed with this agreement.
Clause I: Liability
Liability caps and exclusions are reserved for review by both Legal teams and are not stated in this draft.
Clause J: Term and termination
The agreement continues for as long as an order form is in force. Either party may terminate for material breach not remedied within a reasonable period after written notice. Ardcarne may also terminate where required by its regulator. Clause F applies on any termination.
Clause K: Governing law
Governing law and jurisdiction are to be confirmed by Legal on both sides.
Signature block
This draft has not been signed.
| For BB-Demo | For Ardcarne Life Assurance | |
|---|---|---|
| Name | Matteo Ricci | Aoife Kinsella |
| Title | Account Executive | Head of Procurement and Outsourcing |
| Signed | Not yet signed | Not yet signed |
| Date | Pending execution | Pending execution |
Both signatories are named for review purposes only. Final signatories will be confirmed by each party's authorised representatives once the open points above are closed.
Unusual terms
Current to 9 Oct 26- DORA addendum
- 24-hour incident notification
- post-incident actions by year end
- exit plan before commercial terms