Copperlane Payroll - Master Services Agreement (signed)
Documentexecuted Copperlane Payroll: documents · contract · executed · 2025-05-16
Executed MSA between BB-Demo Ltd and Copperlane Payroll Limited for the Starter tier, commencing 1 Jun 2025 for 12 months. It states 99.5% availability, priority first response of 4 business hours and a subscription fee of £19,500, plus a £6,000 implementation fee.
What it says
What this says
Current to 11 Oct 26Executed MSA between BB-Demo Ltd and Copperlane Payroll Limited for the Starter tier, commencing 1 Jun 2025 for 12 months. It states 99.5% availability, priority first response of 4 business hours and a subscription fee of £19,500, plus a £6,000 implementation fee.
What it is: the signed master agreement for the Company Brain on the Starter tier, running 1 Jun 2025 to 31 May 2026. Total contract value is stated as £25,500, made up of the £19,500 subscription and the £6,000 one-off implementation.
Commits: "The Service Provider commits to 99.5% availability of the brain", with a 5% monthly service credit below that. Refresh is complete by 07:00 UK time on each business day, and priority first response is 4 business hours.
Unusual: nothing departs from the Starter standard. Connectors are "live within agreed days" with no number of days given.
Not settled: the text has no renewal, extension or auto-renewal clause, and the initial term ended before the as-of date. The signature blocks carry no names, so the evidence does not show who signed for either side.
As found in this document
Current to 9 Oct 26- Date end31 May 2026Source: object_read:doc_022_004
- Date signed1 Jun 2025Source: object_read:doc_022_004
- Date start1 Jun 2025Source: object_read:doc_022_004
- Price£19,500Source: object_read:doc_022_004
- Availability99.5% availability of the brainSource: object_read:doc_022_004
- Service credit5% of that month's subscription fee if monthly availability falls below 99.5%5% of that month's subscription fee if monthly availability falls below 99.5% · Source: object_read:doc_022_004
- Data refreshrefresh complete by 07:00 UK time on each business dayrefresh complete by 07:00 UK time on each business day · Source: object_read:doc_022_004
- Priority first response4 business hours (UK business hours, Monday to Friday)4 business hours (UK business hours, Monday to Friday) · Source: object_read:doc_022_004
- Subscription fee£19,500 invoiced annually in advance from the commencement date£19,500 invoiced annually in advance from the commencement date · Source: object_read:doc_022_004
- Implementation fee£6,000 invoiced on the commencement date£6,000 invoiced on the commencement date · Source: object_read:doc_022_004
- Payment termsdue within 30 days of invoiceSource: object_read:doc_022_004
- Implementationfour weeks from commencement, up to 4 system connectors live within agreed daysfour weeks from commencement, up to 4 system connectors live within agreed days · Source: object_read:doc_022_004
- Termination for breachif the breach is not remedied within 30 days of written noticeif the breach is not remedied within 30 days of written notice · Source: object_read:doc_022_004
- Liability capfees paid or payable in the 12 months preceding the claimfees paid or payable in the 12 months preceding the claim · Source: object_read:doc_022_004
The document
Body
Copperlane Payroll - Master Services Agreement (signed)
Status: Executed Commencement: 1 June 2025
1. Parties
This Agreement is between:
- BB-Demo Ltd, a company incorporated in England (the "Service Provider"), and
- Copperlane Payroll Limited, a company incorporated in Wales (the "Customer").
2. Services
The Service Provider will implement and operate the Company Brain, a queryable data layer connecting the Customer's business systems, on the Starter tier.
Commencement date: 1 June 2025 Initial term: 12 months, ending 31 May 2026
3. Scope and Pricing
3.1 Subscription
| Item | Qty | Unit price | Net | Recurring |
|---|---|---|---|---|
| Company Brain – Starter | 1 | £19,500 | £19,500 | Yes |
| Implementation – Starter (4 weeks, up to 4 connectors) | 1 | £6,000 | £6,000 | No |
| Total contract value | £25,500 |
3.2 What's Included
- Up to 15 users
- Up to 4 system connectors (live within agreed days)
- Pages, chat and search functionality
- Six-monthly check-in
3.3 Billing and Payment
Read the whole document (3,371 characters)
The subscription fee of £19,500 is invoiced annually in advance from the commencement date. The implementation fee of £6,000 is invoiced on the commencement date. Both are due within 30 days of invoice.
4. Service Levels
4.1 Availability
The Service Provider commits to 99.5% availability of the brain. If availability in any calendar month falls below this, the Customer is entitled to a service credit of 5% of that month's subscription fee.
4.2 Data Refresh
Data from all connected systems will be indexed nightly, with refresh complete by 07:00 UK time on each business day.
4.3 Support
Priority issue first response: 4 business hours (UK business hours, Monday to Friday).
5. Implementation
Implementation will take four weeks from commencement. The Service Provider will:
- Configure all four connectors
- Conduct user training
- Hand over to the Customer's support team
The Customer will:
- Provide timely access to all data sources
- Nominate a project sponsor
- Allocate resources for testing and user acceptance
6. Confidentiality and Data Security
Each party will protect the other's confidential information in accordance with applicable law. Customer data will be hosted in the Customer's own Snowflake account in the UK.
7. Limitation of Liability
Nothing in this Agreement limits either party's liability for death, personal injury or fraud. For all other claims, each party's total liability is capped at fees paid or payable in the 12 months preceding the claim.
8. Term and Termination
This Agreement runs from 1 June 2025 to 31 May 2026. Either party may terminate for material breach if the other party does not remedy the breach within 30 days of written notice. On termination, the Customer retains all of its data.
9. Entire Agreement
This document and the price book for Starter tier in effect at the commencement date constitute the entire agreement and supersede all prior understandings.
Signatures
For and on behalf of Copperlane Payroll Limited:
_____________________________ Authorised Signatory, Copperlane Payroll Limited
Date: 1 June 2025
For and on behalf of BB-Demo Ltd:
_____________________________ Authorised Signatory, BB-Demo Ltd
Date: 1 June 2025
Unusual terms
Current to 9 Oct 26- no renewal or extension clause
- connector go-live stated only as within agreed days
- entire agreement includes the Starter price book in effect at commencement