Ashwell Mercer Interiors - Master Services Agreement v2
Documentdraft Ashwell Mercer Interiors · contract · draft · 18 Jul 2024
Unsigned draft MSA dated 18 Jul 2024 for the Growth tier: £40k a year after a 10% first-term discount, plus a £12k implementation. Availability 99.5%, P1 first response 1 business hour. Not binding until executed.
What it says
What this says
As at Fri 9 Oct 2026Unsigned draft MSA dated 18 Jul 2024 for the Growth tier: £40k a year after a 10% first-term discount, plus a £12k implementation. Availability 99.5%, P1 first response 1 business hour. Not binding until executed.
What it is: a working draft MSA between BG-Demo and Ashwell Mercer Interiors, stating "This draft is not signed." It covers the Growth tier and an eight-week implementation with up to eight connectors.
Commits: the subscription is "billed quarterly, in four equal instalments", invoices are payable within 30 days, and the term runs 23 Aug 2024 to 22 Aug 2025. Availability is 99.5% with P1 first response of 1 business hour.
Unusual: the 10% discount applies to the first term only. Service credits are "Availability only", so stale data is not a breach. The agreement "will not renew automatically".
Not settled: liability and data clauses await customer legal review, the connector list is not agreed, and the signatory is unnamed. Any executed copy overrides this draft; the text does not show one.
As found in this document
As at Fri 9 Oct 2026- Date end22 Aug 2025Source: the AI read of this record
- Date start23 Aug 2024Source: the AI read of this record
- Price£39,600Source: the AI read of this record
- Annual subscription (after discount)£39,600Source: the AI read of this record
- One-off implementation fee£12,000Source: the AI read of this record
- Total contract value for the first term£51,600Source: the AI read of this record
- Subscription billingbilled quarterly, in four equal instalments over the Subscription TermSource: the AI read of this record
- Payment termspayable within 30 days of the invoice dateSource: 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
- Service credit10% of one Monthly Fee for each month in which availability is missedSource: the AI read of this record
- Credit basisAvailability onlySource: the AI read of this record
- Implementationeight weeks, up to eight connectorsSource: the AI read of this record
The document
Body
Ashwell Mercer Interiors - Master Services Agreement v2
Status: Draft. This document is a working draft dated 18 Jul 2024 and is not binding until both parties have signed an executed copy.
| Supplier | BG-Demo |
| Customer | Ashwell Mercer Interiors, Reading |
| BG-Demo account owner | Priya Raman, Account Executive |
| BG-Demo customer success manager | Marcus Bell |
| Subscription tier | Growth |
| Draft date | 18 Jul 2024 |
| Proposed start date | 23 Aug 2024 |
| Proposed end date | 22 Aug 2025 |
Background
Ashwell Mercer Interiors is an office and retail fit-out contractor working for landlords and corporate tenants across London and the Thames Valley. The customer wishes to use the BG-Demo B-Glass so that its project, commercial and credit-control teams can see each client's projects, variations, calls and invoices together, in one place. BG-Demo will build and run the brain inside the customer's own Snowflake account.
This agreement sets out the terms on which BG-Demo will provide the implementation and the subscription described below.
Definitions
Read the whole document (5,730 characters)
- Services means the implementation and B-Glass subscription listed in the commercial schedule.
- Subscription Term means the period from the start date to the end date stated above.
- Connector means a configured link between a customer system and the brain.
- P1 Incident means a fault that stops the customer using the brain for its core purposes.
- Monthly Fee means one twelfth of the annual subscription fee after discount.
Services
BG-Demo will provide the Growth tier of B-Glass to the customer for the Subscription Term, together with a fixed-fee implementation. The implementation runs for eight weeks and covers up to eight connectors to the customer's systems.
The Growth allowances for users and connectors apply as set out in the BG-Demo service description for that tier. Anything beyond those allowances will be quoted separately as an add-on and is not part of this draft.
Commercial Schedule
| Item | Reference | Quantity | Unit price | Discount | Net amount | Recurring |
|---|---|---|---|---|---|---|
| B-Glass – Growth | SUB-GROWTH | 1 | £44k | 10% | £40k | Yes, annual |
| Implementation: Growth, eight weeks, up to eight connectors | IMP-GROWTH | 1 | £12k | 0% | £12k | No, one-off |
| Summary | Amount |
|---|---|
| Annual recurring subscription (after discount) | £40k |
| One-off implementation fee | £12k |
| Total contract value for the first term | £52k |
The discount of 10% applies to the subscription for the first term only. It does not carry forward to any renewal term, and any renewal will be priced on the list price then in force.
The total contract value includes the one-off implementation fee and should not be read as the annual price. The annual price of the subscription is £40k.
Billing and Payment
- The subscription is billed quarterly, in four equal instalments over the Subscription Term.
- The implementation fee is invoiced once, at the start of the implementation.
- All invoices are payable within 30 days of the invoice date.
- All amounts are in pounds sterling and exclusive of VAT, which will be added where it applies.
Service Levels
| Measure | Commitment |
|---|---|
| Availability | 99.5% |
| P1 first response | 1 business hour |
| Service credit | 10% of one Monthly Fee for each month in which availability is missed |
| Credit basis | Availability only |
Service credits under this agreement relate to availability only. A brain that is available but answering on older data is not an availability failure for the purposes of this clause.
Customer Responsibilities
The customer will give BG-Demo timely access to the systems to be connected, name a lead contact for the implementation, and make sure that people who use the brain follow the acceptable use rules provided at onboarding.
Confidentiality and Data
Each party will keep the other's confidential information secure and use it only for the purposes of this agreement. The customer's data stays in the customer's own Snowflake account. BG-Demo will process it only to provide the Services and as instructed by the customer, and a data processing agreement will accompany the signed order documents.
Term and Renewal
The Subscription Term runs from 23 Aug 2024 to 22 Aug 2025. The agreement will not renew automatically on the same terms. BG-Demo's customer success manager will contact the customer ahead of the end date to discuss renewal, usage and any change in tier.
Termination
Either party may end the agreement by written notice if the other commits a material breach that is not put right within a reasonable period after written notice. Fees for Services already delivered remain payable.
Liability
The limits and exclusions of liability in BG-Demo's standard terms apply to this agreement. They will be set out in full in the executed copy once the customer's legal review is complete.
Open Points in this Draft
- The customer's legal team has yet to review the liability and data clauses.
- The implementation start date will be confirmed once the customer has named its lead contact.
- The list of connectors to be live at the end of implementation will be agreed with the customer's operations team and added to the schedule.
Signatures
This draft is not signed. The signature block below will be completed on execution.
| For BG-Demo | For Ashwell Mercer Interiors |
|---|---|
| Priya Raman | Authorised signatory |
| Account Executive | Job title to be confirmed by the customer |
| Signature: on execution | Signature: on execution |
| Date: on execution | Date: on execution |
Unusual terms
As at Fri 9 Oct 2026- 10% discount, first term only
- service credit for availability only, not freshness
- no automatic renewal
- quarterly billing