Calderbrook Housing Group - Master Services Agreement v2
Documentdraft Calderbrook Housing Group: documents · contract · draft · 2024-08-02
Unsigned draft Master Services Agreement for the Growth tier, prepared 2 Aug 2024 by Tom Ashdown. It sets availability at 99.5%, P1 first response at 1 business hour, and a subscription of £44,000 per year plus a £12,000 one-off implementation fee.
What it says
What this says
Current to 11 Oct 26Unsigned draft Master Services Agreement for the Growth tier, prepared 2 Aug 2024 by Tom Ashdown. It sets availability at 99.5%, P1 first response at 1 business hour, and a subscription of £44,000 per year plus a £12,000 one-off implementation fee.
What it is: a draft MSA between BB-Demo and Calderbrook Housing Group, stating "This document is not yet agreed and is not binding until it has been signed by both parties." The first term runs 2 Sep 2024 to 1 Sep 2025.
Commits: Growth subscription of £44,000 annually in advance, implementation of £12,000 one-off, payable within 30 days. Total contract value is £56,000, which the draft says "is not an annual price".
Unusual: the service credit is 10% of one month's fee for availability only, and a data freshness delay gives no credit. Renewal is "by agreement" with no auto-renewal.
Not settled: liability wording in Clause Nine, the security review, source-by-source connector go-live days, and whether billing becomes quarterly. The signature block is blank, and the evidence does not show an executed copy, which would override this draft.
As found in this document
Current to 9 Oct 26- Date end1 Sep 2025Source: object_read:doc_007_004
- Date start2 Sep 2024Source: object_read:doc_007_004
- Price£44,000Source: object_read:doc_007_004
- Availability99.5%Source: object_read:doc_007_004
- First response to a priority one issue1 business hourSource: object_read:doc_007_004
- Nightly data refreshComplete by 07:00 customer local time on business daysComplete by 07:00 customer local time on business days · Source: object_read:doc_007_004
- Service credit10% of one month's subscription fee for that month, availability only10% of one month's subscription fee for that month, availability only · Source: object_read:doc_007_004
- Subscription price£44,000 annual recurring amount, billed annually in advance£44,000 annual recurring amount, billed annually in advance · Source: object_read:doc_007_004
- Implementation fee£12,000 one-offSource: object_read:doc_007_004
- Total contract value£56,000Source: object_read:doc_007_004
- Payment termsInvoices are payable within 30 days of the invoice dateInvoices are payable within 30 days of the invoice date · Source: object_read:doc_007_004
- Connector deliveryEach connector live within the number of days stated in the order form, to be agreed source by sourceEach connector live within the number of days stated in the order form, to be agreed source by source · Source: object_read:doc_007_004
The document
Body
Calderbrook Housing Group - Master Services Agreement v2
Status: Draft. This document is not yet agreed and is not binding until it has been signed by both parties. Open points are listed at the end.
Draft date: 2 Aug 2024 Prepared by: Tom Ashdown, Account Executive, BB-Demo
Parties
This agreement is between BB-Demo, a data business based in London ("BB-Demo"), and Calderbrook Housing Group, a housing association based in Leeds ("the Customer").
Clause One: Purpose
BB-Demo will provide the Customer with the company brain, an AI-queryable layer over the Customer's own systems, built and run inside the Customer's Snowflake account, together with the implementation services described below. This agreement sets the commercial and service terms for that provision.
Clause Two: Term
| Item | Date |
|---|---|
| Start date | 2 Sep 2024 |
| End date of the first term | 1 Sep 2025 |
The subscription runs for the first term shown above. Renewal is by agreement, and BB-Demo will give notice ahead of the end date so that the Customer can decide in good time.
Clause Three: Order lines
Read the whole document (4,667 characters)
| SKU | Description | Type | Quantity | Unit price | Discount | Net amount |
|---|---|---|---|---|---|---|
| SUB-GROWTH | Company Brain Growth subscription | Recurring, annual | 1 | £44,000 | 0% | £44,000 |
| IMP-GROWTH | Implementation, Growth tier (eight weeks, up to eight connectors) | One-off | 1 | £12,000 | 0% | £12,000 |
Annual recurring amount: £44,000 Total contract value: £56,000, being the subscription for the first term plus the one-off implementation fee.
The total contract value is not an annual price. Only the subscription line recurs.
Clause Four: Billing and payment
- The subscription is billed annually in advance.
- The implementation fee is billed as a one-off charge.
- Invoices are payable within 30 days of the invoice date.
- All amounts are in pounds sterling and are stated before any applicable taxes.
Clause Five: Service levels
The following service levels apply to the Growth tier under this agreement.
| Measure | Commitment |
|---|---|
| Availability | 99.5% |
| First response to a priority one issue | 1 business hour |
| Nightly data refresh | Complete by 07:00 customer local time on business days |
Service credits
If availability falls below the commitment in a month, the Customer is entitled to a service credit of 10% of one month's subscription fee for that month. Credits are given for availability only. A delay in data freshness does not on its own give rise to a credit under this agreement.
Clause Six: Implementation
BB-Demo will carry out the Growth implementation over about eight weeks, connecting up to eight sources inside the Customer's Snowflake account. Each connector named in the order form is to be live within the number of days stated in that order form. The Customer will provide timely access to the systems in scope and a named lead for the work.
Clause Seven: Customer data
The Customer's data stays within the Customer's own Snowflake account. BB-Demo will access it only to deliver and support the service, and will not use it for any other purpose. On termination, BB-Demo will remove its connections and deal with any remaining data as the Customer instructs.
Clause Eight: Confidentiality
Each party will keep the other's confidential information confidential, use it only for the purposes of this agreement, and disclose it only to those who need it and are bound to the same standard.
Clause Nine: Liability
Neither party excludes liability that cannot lawfully be excluded. Subject to that, each party's total liability in a contract year is limited as set out in the final negotiated version of this clause, which remains open (see open points).
Clause Ten: Governing law
This agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
Open points in this draft
- The Customer's legal team is reviewing the liability wording in Clause Nine.
- The Customer's information governance team is still to confirm its security review is complete.
- The connector go-live commitments in Clause Six are to be agreed source by source.
- The Customer has asked whether billing could be quarterly. If so, Clause Four will change and the amounts above will stay the same.
Signature block
This block is unsigned while the document is in draft.
Signed for BB-Demo Name: Tom Ashdown Title: Account Executive Signature and date: on execution
Signed for Calderbrook Housing Group Title: Authorised signatory Signature and date: on execution
Unusual terms
Current to 9 Oct 26- Draft, unsigned and not binding
- Credit for availability only, not freshness
- Liability cap left open
- Possible quarterly billing requested