What was said
What this says
Current to 11 Oct 26Clonvara'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 £53,800, 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
Current to 9 Oct 26Who was there
BB-Demo
Them
Follow-up
Next steps
Current to 9 Oct 26- 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
Current to 9 Oct 26- Shane Keane wants data liability uncapped at the draft level, which may need a revised position from BB-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
Current to 9 Oct 26- 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 Kerr NoneGood 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 Tallis NoneAfternoon. Thanks, Lewis. Good to meet you all. I'll mostly listen and come in on terms.
- Brendan Moran NoneGood 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 Keane NoneYes, I have both. I've marked up the agreement, I'm afraid. There are a few points.
- Gráinne Lynch NoneAnd I have the order form. I only have questions on the payment side.
- Owen Tallis NoneGood. Let's make the most of the time. Lewis, where do we stand against the date?
- Lewis Kerr NoneThe 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 Keane NoneThank 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 Tallis NoneI 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 Keane NoneWe 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 Kerr NoneCan 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 Keane NoneThat is a fair point, and it does change how I read it. I would still want the wording to say so explicitly.
- Owen Tallis NoneRight. 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 Kerr NoneYes. I'll bring it to Owen's review on Monday and come back to Shane in writing.
- Brendan Moran NoneThank 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 Tallis NoneAgreed. Nothing's binding until it's in the executed order form. Gráinne, you had payment questions?
- Gráinne Lynch NoneYes. Two. First, the invoice. Is it a single invoice for the whole first-year amount, or split between implementation and subscription?
- Lewis Kerr NoneSplit, as Brendan asked. Two lines, so you can see the implementation and the subscription separately. The terms are thirty days.
- Gráinne Lynch NoneGood. Second, we would prefer to pay the subscription quarterly. Can that be done?
- Owen Tallis NoneIt 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 Lynch NoneThank you. Then I have no more questions on payment.
- Brendan Moran NoneThen 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 Tallis NoneFair 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 Moran NoneThat is clear and I appreciate the frankness. I would not expect it to continue beyond the first term.
- Owen Tallis NoneGood. 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 Moran NoneI sign, after Shane has reviewed the agreement. I will not sign a draft, only the executed version.
- Shane Keane NoneI can have my review done within a few days of receiving the revised wording.
- Lewis Kerr NoneThen 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 Moran NoneIt does, provided the document is final when it arrives. Let us do this properly.
- Owen Tallis NoneUnderstood. It will be marked clearly as the version that replaces the earlier one.
- Gráinne Lynch NoneThank you, all. That was efficient.
- Lewis Kerr NoneThanks, everyone. I'll send that over today. Kind regards.