Delancey Haig - Master Services Agreement (signed)
Documentexecuted Delancey Haig: documents · contract · executed · 2024-06-19
Executed MSA signed 19 Jun 2024 for the Growth tier, term 3 Jul 2024 to 2 Jul 2025. Availability 99.5%, P1 first response 1 hour within business hours. Subscription £41,800 a year net after a 5% first-term discount; implementation £12,000 one-off.
What it says
What this says
Current to 11 Oct 26Executed MSA signed 19 Jun 2024 for the Growth tier, term 3 Jul 2024 to 2 Jul 2025. Availability 99.5%, P1 first response 1 hour within business hours. Subscription £41,800 a year net after a 5% first-term discount; implementation £12,000 one-off.
What it is: an executed contract between BB-Demo and Delancey Haig for the company brain on the Growth tier, signed by Priya Raman for BB-Demo and an authorised signatory for the customer on 19 Jun 2024.
Commits: "Annual recurring subscription (net)" is £41,800 and the one-off implementation is £12,000, invoiced annually in advance and payable within 30 days. Service credits are "10% of one month's fee for each month with an availability breach".
Unusual: credits are on "availability only", so stale data is not a breach. The 5% discount "applies to the subscription line for the first term only and ends at renewal".
Not settled: the term ended 2 Jul 2025 and "Renewal pricing will be set out in a new order form or a written renewal notice". This document does not show any renewal, so the current contract position needs another record.
As found in this document
Current to 9 Oct 26- Date end2 Jul 2025Source: object_read:doc_077_005
- Date signed19 Jun 2024Source: object_read:doc_077_005
- Date start3 Jul 2024Source: object_read:doc_077_005
- Price£41,800Source: object_read:doc_077_005
- Availability99.5%Source: object_read:doc_077_005
- P1 first response1 hour, within business hoursSource: object_read:doc_077_005
- Service credit10% of one month's fee for each month with an availability breach10% of one month's fee for each month with an availability breach · Source: object_read:doc_077_005
- Credit basisAvailability onlySource: object_read:doc_077_005
- Annual recurring subscription (net)£41,800Source: object_read:doc_077_005
- One-off implementation fee (net)£12,000Source: object_read:doc_077_005
- Total contract value£53,800Source: object_read:doc_077_005
- BillingThe subscription is invoiced annually in advanceThe subscription is invoiced annually in advance · Source: object_read:doc_077_005
- Paymentpayable within 30 days of the invoice datepayable within 30 days of the invoice date · Source: object_read:doc_077_005
- Implementationeight weeks, up to eight connectorseight weeks, up to eight connectors · Source: object_read:doc_077_005
The document
Body
Delancey Haig - Master Services Agreement (signed)
Status: Executed Signed: 19 Jun 2024 Customer folder: Customers/Delancey Haig/Contracts
Parties
This agreement is made between:
- BB-Demo, a London data business, the supplier of the company brain ("BB-Demo"); and
- Delancey Haig, a London recruitment group placing technology and finance professionals on contract and permanent terms ("the Customer").
BB-Demo's account owner for this agreement is Priya Raman, Account Executive. The Customer's day-to-day contact at BB-Demo after signature is Daniel Okafor, Customer Success Manager.
Background and purpose
The Customer wishes its client-account directors to see each client's vacancies, placements, invoices and complaints together in one place. BB-Demo will provide the company brain on the Growth tier, built and run inside the Customer's own Snowflake account, together with a fixed-fee implementation to connect the Customer's systems.
Term
| Item | Detail |
|---|---|
| Start date | 3 Jul 2024 |
| End date | 2 Jul 2025 |
| Length | One year, subscription billed annually in advance |
| Tier | Growth |
Read the whole document (5,179 characters)
The subscription ends on the end date unless the parties agree a renewal in writing before then. Renewal pricing will be set out in a new order form or a written renewal notice and is not fixed by this agreement.
Services and fees
| SKU | Description | Qty | Unit price | Discount | Net | Recurring |
|---|---|---|---|---|---|---|
| SUB-GROWTH | Company Brain, Growth subscription | 1 | £44,000 | 5% | £41,800 | Yes, annual |
| IMP-GROWTH | Implementation, Growth (eight weeks, up to eight connectors) | 1 | £12,000 | 0% | £12,000 | No, one-off |
Summary of value
| Measure | Amount |
|---|---|
| Annual recurring subscription (net) | £41,800 |
| One-off implementation fee (net) | £12,000 |
| Total contract value | £53,800 |
The total contract value includes the one-off implementation fee and must not be read as an annual price. The annual recurring amount is £41,800.
The discount of 5% applies to the subscription line for the first term only and ends at renewal.
Implementation
BB-Demo will carry out the Growth implementation over eight weeks from the start date, connecting up to eight of the Customer's systems to the brain. The connectors to be connected will be agreed with the Customer during the first week of implementation. The implementation fee is fixed and covers the work described in this clause.
Invoicing and payment
- The subscription is invoiced annually in advance.
- The implementation fee is invoiced once, as a one-off charge.
- All invoices are in GBP and are payable within 30 days of the invoice date.
- Fees exclude VAT, which will be added where applicable.
Service levels
| Measure | Commitment |
|---|---|
| Availability | 99.5% |
| P1 first response | 1 hour, within business hours |
| Service credit | 10% of one month's fee for each month with an availability breach |
| Credit basis | Availability only |
Service credits are calculated on availability only. A period in which the brain was available but answering on data that was not fully refreshed is not an availability breach and does not give rise to a credit under this agreement.
Service credits are the Customer's sole remedy for a failure to meet the availability commitment, and are applied against the next invoice.
Customer responsibilities
The Customer will:
- give BB-Demo timely access to the systems to be connected and to the people who administer them;
- keep the credentials and permissions for connected systems current, and tell BB-Demo promptly when a connected system is changed or replaced;
- use the brain only for its own internal business purposes; and
- name an administrator who will act as the main point of contact for BB-Demo.
Data and confidentiality
The brain is built and run inside the Customer's own Snowflake account. The Customer's data remains the Customer's property at all times. BB-Demo will process it only to provide the services and will keep the Customer's confidential information confidential during the term and afterwards. Each party will take reasonable steps to protect the other's confidential information from unauthorised disclosure.
Changes
Any change to the scope, tier, service levels or fees must be agreed in writing and signed by both parties. Additional users, additional connectors or other add-ons will be priced on a new order form.
General
- This agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
- This document, together with the line table above, is the entire agreement between the parties on its subject matter and replaces any earlier draft or proposal.
- If any provision is found to be unenforceable, the remainder continues in force.
Signatures
Signed on behalf of the parties on 19 Jun 2024.
| For BB-Demo | For Delancey Haig | |
|---|---|---|
| Name | Priya Raman | Authorised signatory |
| Title | Account Executive | Authorised signatory, Delancey Haig |
| Date | 19 Jun 2024 | 19 Jun 2024 |
| Signature | Signed | Signed |
Unusual terms
Current to 9 Oct 26- 5% first-term discount on subscription
- Service credit on availability only, not freshness
- Renewal pricing not fixed by the agreement