Merriott Lyle Distribution - Master Services Agreement v2
Documentdraft Merriott Lyle Distribution · contract · draft · 27 Jan 2025
Draft Enterprise MSA prepared 27 Jan 2025 for a term from 28 Feb 2025 to 27 Feb 2026. Availability 99.9%, P1 first response half an hour, annual recurring fees £116k and total contract value £146k. Not binding until signed.
What it says
What this says
As at Fri 9 Oct 2026Draft Enterprise MSA prepared 27 Jan 2025 for a term from 28 Feb 2025 to 27 Feb 2026. Availability 99.9%, P1 first response half an hour, annual recurring fees £116k and total contract value £146k. Not binding until signed.
What it is: a draft MSA stating "Not binding until an executed copy is signed by both parties." Signature blocks are "signature pending", so the evidence does not show it was ever executed.
Commits: Enterprise tier, availability 99.9%, nightly refresh by 07:00 UK time, and a service credit of 10% of one month's fee for each month with a breach, covering availability and data freshness. Recurring fees are invoiced quarterly in advance, payable within 30 days.
Unusual: five blocks of additional users add fifty users, and the subscription carries a 10% first-term discount that falls away at renewal.
Not settled: three open points remain (legal review of confidentiality and data wording, final connector list, named administrator and sponsor). Any executed order form would override these figures.
As found in this document
As at Fri 9 Oct 2026- Date end27 Feb 2026Source: the AI read of this record
- Date start28 Feb 2025Source: the AI read of this record
- Price£146,500Source: the AI read of this record
- Availability99.9%Source: the AI read of this record
- P1 first responseHalf an hourSource: the AI read of this record
- Nightly refreshComplete by 07:00 UK time on business daysSource: the AI read of this record
- Service credit10% of one month's fee for each month with a breachSource: the AI read of this record
- Annual recurring fees£116,500Source: the AI read of this record
- One-off implementation fee£30,000Source: the AI read of this record
- Recurring billinginvoiced quarterly in advanceSource: the AI read of this record
- Payment termspayable within 30 days of the invoice dateSource: the AI read of this record
The document
Body
Merriott Lyle Distribution - Master Services Agreement v2
Status: Draft. Prepared by Tom Ashdown, Account Executive, BG-Demo, on 27 Jan 2025. Not binding until an executed copy is signed by both parties. Open points are listed at the end.
Parties
| Party | Details |
|---|---|
| Supplier | BG-Demo, London |
| Customer | Merriott Lyle Distribution, Birmingham |
| BG-Demo account owner | Lewis Kerr |
| BG-Demo customer success manager | Daniel Okafor |
Background
Merriott Lyle Distribution is a builders' merchant and plumbing and heating wholesaler with branches across the Midlands and the North. The Customer wishes to use the BG-Demo B-Glass on the Enterprise tier so that its branch, key-account and credit-control teams can see each trade account's orders, disputes, calls and invoices together. The brain is built and run inside the Customer's own Snowflake account.
Term
The initial term starts on 28 Feb 2025 and ends on 27 Feb 2026. Renewal is a separate conversation led by the customer success manager, who will give the renewal notice ahead of the end date.
Order lines
Read the whole document (4,595 characters)
| SKU | Item | Quantity | Unit price | Discount | Net | Recurring |
|---|---|---|---|---|---|---|
| SUB-ENTERPRISE | B-Glass Enterprise subscription | 1 | £110k | 10% | £99k | Yes |
| ADD-USERS-10 | Additional users, in blocks of ten | 5 | £3,500 | 0% | £18k | Yes |
| IMP-ENTERPRISE | Implementation, Enterprise (twelve weeks, security review support, up to twelve connectors) | 1 | £30k | 0% | £30k | No |
The five blocks of additional users add fifty users to the Enterprise user allowance.
Fees
| Item | Amount |
|---|---|
| Annual recurring fees (subscription and additional users) | £116k |
| One-off implementation fee | £30k |
| Total contract value for the initial term | £146k |
The discount on the subscription line applies to the first term only. At renewal the subscription is priced at the list price then in force, and the first-term discount falls away.
Billing and payment
- Recurring fees are invoiced quarterly in advance.
- The implementation fee is invoiced once, as a fixed fee.
- All invoices are in GBP and are payable within 30 days of the invoice date.
Services
BG-Demo will provide B-Glass on the Enterprise tier, including pages, chat and search, the dashboards builder, quarterly business reviews, SSO and SCIM, and an executive sponsor. BG-Demo will carry out the implementation described in the order lines, including support for the Customer's security review.
Service levels
| Measure | Commitment |
|---|---|
| Availability | 99.9% |
| P1 first response | Half an hour |
| Nightly refresh | Complete by 07:00 UK time on business days |
| Service credit | 10% of one month's fee for each month with a breach |
Service credits under this agreement apply to a breach of availability and to a breach of data freshness. A credit is the Customer's sole remedy for the month in question and is applied to the next invoice.
Customer responsibilities
- Provide timely access to the source systems to be connected to the brain.
- Name an administrator and a business sponsor for the implementation.
- Tell BG-Demo promptly before changing or replacing a connected system, so that connectors keep loading.
Data and security
The Customer's data stays in the Customer's own Snowflake account. BG-Demo accesses it only to provide and support the services and will support the Customer's security review as part of the implementation. A separate data processing agreement sits alongside this agreement.
Confidentiality
Each party will keep the other's confidential information confidential, use it only for the purposes of this agreement, and return or delete it on request at the end of the term.
General
This agreement, together with the order lines above, is the whole agreement between the parties on its subject. Any change must be in writing and signed by both parties. English law governs this agreement and the courts of England have jurisdiction.
Open points before signature
- Customer legal review of the confidentiality and data wording.
- Confirmation of the final connector list for the implementation.
- Confirmation of the named administrator and business sponsor at the Customer.
Signatures
| For Merriott Lyle Distribution | For BG-Demo |
|---|---|
| Authorised signatory, signature pending | Authorised signatory, signature pending |
| Job title: to be confirmed by the Customer | Job title: Account Executive or director |
| Date: on signature | Date: on signature |
Unusual terms
As at Fri 9 Oct 2026- 10% first-term discount on subscription
- five blocks of additional users, fifty users
- credits cover availability and data freshness
- renewal at list price then in force