Harcastle Environmental - Master Services Agreement v2
Documentdraft Harcastle Environmental · contract · draft · 2025-03-10
Unsigned draft MSA dated 10 Mar 2025 for a Growth subscription and implementation. Annual charge £40k after a 10% discount on £44k list, plus £12k one-off. Availability 99.5%, P1 first response 1 business hour.
What it says
What this says
Current to 13 Oct 26Unsigned draft MSA dated 10 Mar 2025 for a Growth subscription and implementation. Annual charge £40k after a 10% discount on £44k list, plus £12k one-off. Availability 99.5%, P1 first response 1 business hour.
What it is: a draft contract prepared by Lewis Kerr, marked "Not for signature until the open points at the end of this document are closed." It covers a Growth subscription from 11 Apr 2025 to 10 Apr 2026, billed annually in advance.
Commits: availability 99.5%, P1 first response of 1 business hour, nightly refresh by 07:00 customer local time on business days, and payment terms of 30 days from the invoice date. The service credit is 10% of one month's fee.
Unusual: the 10% discount on the first term, and a credit basis of "Availability only", so a late refresh is not a breach. The total contract value of £52k includes the one-off fee and is not an annual price.
Not settled: the document is unsigned, the connector list and go-live dates are open, and the customer signatory and billing contact are unconfirmed. The evidence does not show an executed copy; any executed order form would prevail.
As found in this document
Current to 9 Oct 26- Date end10 Apr 2026Source: object_read:doc_152_004
- Date start11 Apr 2025Source: object_read:doc_152_004
- Price£39,600Source: object_read:doc_152_004
- Availability99.5%Source: object_read:doc_152_004
- P1 first response1 business hourSource: object_read:doc_152_004
- Nightly refreshComplete by 07:00 customer local time on business daysComplete by 07:00 customer local time on business days · Source: object_read:doc_152_004
- Service credit10% of one month's fee for a month in which the availability commitment is breached10% of one month's fee for a month in which the availability commitment is breached · Source: object_read:doc_152_004
- Credit basisAvailability onlySource: object_read:doc_152_004
- Annual recurring charge£39,600Source: object_read:doc_152_004
- One-off implementation fee£12,000Source: object_read:doc_152_004
- Total contract value£51,600Source: object_read:doc_152_004
- BillingAnnual, in advanceSource: object_read:doc_152_004
- Payment terms30 days from the invoice dateSource: object_read:doc_152_004
The document
Body
Harcastle Environmental - Master Services Agreement v2
Status: Draft. Prepared by Lewis Kerr, Account Executive, BB-Demo. Draft dated 10 Mar 2025. Not for signature until the open points at the end of this document are closed.
Parties
| Party | Role |
|---|---|
| BB-Demo | Supplier of the company brain, built and run inside the Customer's own Snowflake account |
| Harcastle Environmental | Customer, a commercial waste collection and recycling business based in Wakefield |
BB-Demo account owner: Lewis Kerr. BB-Demo customer success manager: Marcus Bell.
Clause one: Purpose
This agreement sets out the terms on which BB-Demo provides the Growth subscription and the Growth implementation to Harcastle Environmental. The purpose is to give the Customer's account managers a single view of each business customer's collections, missed-collection tickets, calls and invoices, queried through the company brain.
Clause two: Term
| Item | Detail |
|---|---|
| Start date | 11 Apr 2025 |
| End date | 10 Apr 2026 |
| Tier | Growth |
| Billing frequency | Annual, in advance |
Read the whole document (4,992 characters)
Renewal is not automatic under this draft. The customer success manager will raise the renewal conversation ahead of the end date, and any renewal will be documented in a new order form.
Clause three: Services and charges
| SKU | Line | Qty | Unit price | Discount | Net | Recurring |
|---|---|---|---|---|---|---|
| SUB-GROWTH | Company Brain: Growth subscription | 1 | £44k | 10% | £40k | Yes, annual |
| IMP-GROWTH | Implementation: Growth (eight weeks, up to eight connectors) | 1 | £12k | 0% | £12k | No, one-off |
Summary of value
| Measure | Amount |
|---|---|
| Annual recurring charge | £40k |
| One-off implementation fee | £12k |
| Total contract value | £52k |
The total contract value includes the one-off implementation fee and therefore must not be read as an annual price. The annual price of the subscription is £40k after the discount of 10% on the list unit price of £44k.
Clause four: Payment
- Invoices are issued in GBP.
- Payment terms are 30 days from the invoice date.
- The subscription is invoiced annually in advance.
- The implementation fee is invoiced once, as a fixed fee.
- Amounts are stated net of VAT, which is added at the prevailing rate.
Clause five: Service levels
| Service level | Commitment |
|---|---|
| Availability | 99.5% |
| P1 first response | 1 business hour |
| Nightly refresh | Complete by 07:00 customer local time on business days |
| Service credit | 10% of one month's fee for a month in which the availability commitment is breached |
| Credit basis | Availability only |
The service credit applies to availability. It does not apply to data freshness. A late nightly refresh on a day when the brain was available is not an availability breach under this agreement.
Clause six: 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 Customer will provide timely access to the relevant systems and a named technical contact. Where a connector is promised in an order form, it will carry its own go-live commitment in days, which will be stated in that order form.
Clause seven: Customer responsibilities
- Provide access to the Snowflake account in which the brain is run.
- Nominate administrators and keep that list current.
- Tell BB-Demo promptly when a connected system is changed, replaced or reconfigured, since this can stop a connector loading.
- Use the brain in line with the Growth user allowance.
Clause eight: Data and confidentiality
The Customer's data remains in the Customer's own Snowflake account and remains the Customer's property. Each party will keep the other's confidential information confidential and use it only for the purposes of this agreement. The data protection terms will be set out in a separate data processing agreement that sits alongside this document.
Clause nine: Order of precedence
Once executed, the order form under this agreement decides the contracted price and terms. If there is any conflict between this document and an executed order form, the executed order form prevails.
Open points before signature
- Customer legal review of the confidentiality and data protection wording is outstanding.
- The Customer to confirm the list of connectors for the implementation.
- The Customer to confirm its signatory and the billing contact for invoices.
- BB-Demo to confirm the proposed go-live date for each connector once the list is agreed.
Signature block
To be completed on execution. This draft is unsigned.
| For BB-Demo | For Harcastle Environmental | |
|---|---|---|
| Name | Lewis Kerr | To be confirmed by the Customer |
| Job title | Account Executive | Authorised signatory of the Customer |
| Signature | Not yet signed | Not yet signed |
| Date | Not yet signed | Not yet signed |
Unusual terms
Current to 9 Oct 26- 10% discount on list price
- Service credit for availability only, not freshness
- No automatic renewal
- Total contract value includes one-off fee