Merriott Lyle Distribution - Master Services Agreement (signed)
Documentexecuted Merriott Lyle Distribution · contract · executed · 2025-02-14
Executed Master Services Agreement for the Enterprise tier, signed 14 Feb 2025. Availability 99.9%, P1 first response 0.5 business hours (30 minutes). Annual recurring fees £116k; total contract value £146k including the one-off implementation.
What it says
What this says
Current to 13 Oct 26Executed Master Services Agreement for the Enterprise tier, signed 14 Feb 2025. Availability 99.9%, P1 first response 0.5 business hours (30 minutes). Annual recurring fees £116k; total contract value £146k including the one-off implementation.
What it is: the executed MSA between BB-Demo and Merriott Lyle Distribution for the Enterprise tier, with five packs of ten extra users and a twelve-week implementation. It sets the contracted price and terms and prevails over any proposal or draft.
Commits: availability of 99.9%, P1 first response of 0.5 business hours (30 minutes), nightly refresh complete by 07:00 customer local time on business days. Credits are 10% of one month's fee for availability or freshness breaches. Recurring fees are invoiced quarterly in advance, payable within 30 days.
Unusual: a 10% discount on the subscription line applies to the first term only and ends at renewal. The initial term ended on 27 Feb 2026.
Not settled: the document does not state what happens after the initial term, and the renewal price is only described as the price in force at renewal. The signatory for the customer is not named.
As found in this document
Current to 9 Oct 26- Date end27 Feb 2026Source: object_read:doc_076_005
- Date signed14 Feb 2025Source: object_read:doc_076_005
- Date start28 Feb 2025Source: object_read:doc_076_005
- Price£116,500Source: object_read:doc_076_005
- Availability99.9%Source: object_read:doc_076_005
- P1 first response0.5 business hours (30 minutes)Source: object_read:doc_076_005
- Data freshnessNightly refresh complete by 07:00 customer local time on business daysNightly refresh complete by 07:00 customer local time on business days · Source: object_read:doc_076_005
- Service credit10% of one month's fee for that month, for availability or freshness breach10% of one month's fee for that month, for availability or freshness breach · Source: object_read:doc_076_005
- Annual recurring fees£116,500Source: object_read:doc_076_005
- One-off implementation fee£30,000Source: object_read:doc_076_005
- Total contract value for the initial term£146,500Source: object_read:doc_076_005
- BillingRecurring fees are invoiced quarterly in advanceRecurring fees are invoiced quarterly in advance · Source: object_read:doc_076_005
- Paymentpayable within 30 days of the invoice datepayable within 30 days of the invoice date · Source: object_read:doc_076_005
- Implementationtwelve weeks from the commencement date, up to twelve connectorstwelve weeks from the commencement date, up to twelve connectors · Source: object_read:doc_076_005
The document
Body
Merriott Lyle Distribution - Master Services Agreement (signed)
Status: Executed Version: 1 Date of signature: 14 Feb 2025 Commencement date: 28 Feb 2025 End of initial term: 27 Feb 2026
1. Parties
This Master Services Agreement is made between:
- BB-Demo, a London data business ("BB-Demo"); and
- Merriott Lyle Distribution, a builders' merchant and plumbing and heating wholesaler headquartered in Birmingham ("the Customer").
BB-Demo's account executive for this agreement is Tom Ashdown. The Customer's account owner at BB-Demo is Lewis Kerr and its customer success manager is Daniel Okafor.
2. Background and purpose
The Customer wishes to use the BB-Demo company brain, built and run inside the Customer's own Snowflake account, so that its branch, key-account and credit-control teams can see each trade account's orders, disputes, calls and invoices together. The Customer has chosen the Enterprise tier. This agreement sets out the services, the fees and the service levels that apply.
3. Services
BB-Demo will provide:
Read the whole document (5,042 characters)
- the company brain subscription at the Enterprise tier, including SSO and SCIM and an executive sponsor;
- five additional packs of ten users, on top of the Enterprise user allowance; and
- a one-off implementation of the Enterprise brain, including security review support and up to twelve connectors, delivered over twelve weeks from the commencement date.
Connectors named in the implementation plan agreed with the Customer carry the live-within-days commitments recorded there. Anything not listed in the order lines below is outside this agreement unless added in writing.
4. Order lines
| SKU | Description | Qty | Unit price | Discount | Net amount | Recurring |
|---|---|---|---|---|---|---|
| SUB-ENTERPRISE | Company Brain – Enterprise | 1 | £110k | 10% | £99k | Yes, annual |
| ADD-USERS-10 | Additional 10 users | 5 | £3,500 | 0% | £18k | Yes, annual |
| IMP-ENTERPRISE | Implementation, Enterprise (twelve weeks, security review support, up to twelve connectors) | 1 | £30k | 0% | £30k | No, one-off |
5. Fees and commercial summary
| Item | Amount |
|---|---|
| Annual recurring fees (subscription plus additional users) | £116k |
| One-off implementation fee | £30k |
| Total contract value for the initial term | £146k |
The total contract value includes the one-off implementation fee and is not an annual price. The annual recurring figure is the amount that renews each year, subject to the price in force at renewal.
The ten per cent discount applies to the subscription line for the first term only and ends at renewal.
6. Term
The initial term starts on 28 Feb 2025 and ends on 27 Feb 2026. Either party may raise renewal at any time, and BB-Demo's customer success manager will open the renewal conversation ahead of the end date in line with BB-Demo's standard notice practice.
7. Billing and payment
- Recurring fees are invoiced quarterly in advance.
- The implementation fee is invoiced as a one-off charge.
- All invoices are in GBP and payable within 30 days of the invoice date.
- Amounts are stated net of VAT, which is added at the prevailing rate.
8. Service levels
The following service levels apply to the Enterprise tier for this agreement.
| Measure | Commitment |
|---|---|
| Availability | 99.9% |
| P1 first response | 0.5 business hours (30 minutes) |
| Data freshness | Nightly refresh complete by 07:00 customer local time on business days |
Service credits
If BB-Demo misses the availability commitment or the data freshness commitment in a month, the Customer is entitled to a service credit of 10% of one month's fee for that month. Credits are available for availability and for freshness. A brain that is available but answering on stale data is a freshness breach, not an availability breach, and is credited under the freshness commitment.
9. Data and security
- The brain runs inside the Customer's Snowflake account and the Customer remains in control of its own data.
- BB-Demo will support the Customer's security review as part of the implementation.
- BB-Demo will connect only to the systems the Customer authorises and will treat Customer data as confidential.
10. Changes
Additional users, connectors or add-ons may be added by a written order line signed by both parties. Changes to the commercial terms in this agreement are effective only if recorded in writing and signed.
11. Order of precedence
This executed agreement and its order lines set the contracted price and terms. If a proposal, draft or quotation differs from this document, this signed agreement prevails.
12. Signatures
Signed on 14 Feb 2025 by the authorised signatories of the parties.
| For BB-Demo | For Merriott Lyle Distribution | |
|---|---|---|
| Name | Tom Ashdown | Authorised signatory |
| Title | Account Executive | Authorised signatory of Merriott Lyle Distribution |
| Signature | Signed | Signed |
| Date | 14 Feb 2025 | 14 Feb 2025 |
Unusual terms
Current to 9 Oct 26- 10% first-term discount on subscription line
- five additional packs of ten users
- freshness service credit