Brimscombe Energy - Master Services Agreement (signed)
Documentexecuted Brimscombe Energy · contract · executed · 2024-12-27
Executed MSA for the Enterprise tier, signed 27 Dec 2024, effective 10 Jan 2025. Availability 99.9%, P1 first response thirty minutes, annual recurring charges £115k and a one-off implementation fee of £30k. Initial Term ends 9 Jan 2026.
What it says
What this says
Current to 13 Oct 26Executed MSA for the Enterprise tier, signed 27 Dec 2024, effective 10 Jan 2025. Availability 99.9%, P1 first response thirty minutes, annual recurring charges £115k and a one-off implementation fee of £30k. Initial Term ends 9 Jan 2026.
What it is: the executed MSA between BB-Demo and Brimscombe Energy, covering the Enterprise subscription, three packs of additional users and a twelve-week implementation.
Commits: availability of 99.9%, P1 first response of "Thirty minutes (0.5 hours)" and nightly refresh "Complete by 07:00 customer local time on Business Days". Invoicing is quarterly in advance, payable within 30 days.
Unusual: a five per cent discount on the subscription for the Initial Term only, which "does not carry into any renewal term". Service credits cover both availability and data freshness.
Not settled: renewal is "by written agreement", so the text sets no automatic renewal or notice period. The connector live-by commitment is left to terms agreed during onboarding, and the text states no date. It does not show what happened after 9 Jan 2026.
As found in this document
Current to 9 Oct 26- Date end9 Jan 2026Source: object_read:doc_154_005
- Date signed27 Dec 2024Source: object_read:doc_154_005
- Date start10 Jan 2025Source: object_read:doc_154_005
- Price£115,000Source: object_read:doc_154_005
- Availability99.9%Source: object_read:doc_154_005
- P1 first responseThirty minutes (0.5 hours)Source: object_read:doc_154_005
- Nightly refreshComplete by 07:00 customer local time on Business DaysComplete by 07:00 customer local time on Business Days · Source: object_read:doc_154_005
- Service credit10% of one month's fee for each month with a breach10% of one month's fee for each month with a breach · Source: object_read:doc_154_005
- Credit basisAvailability and data freshnessSource: object_read:doc_154_005
- Annual recurring charges£115,000Source: object_read:doc_154_005
- One-off implementation fee£30,000Source: object_read:doc_154_005
- Total contract value for the Initial Term£145,000Source: object_read:doc_154_005
- BillingRecurring charges are invoiced quarterly in advanceRecurring charges are invoiced quarterly in advance · Source: object_read:doc_154_005
- Paymentpayable within 30 days of the invoice datepayable within 30 days of the invoice date · Source: object_read:doc_154_005
- Implementationtwelve weeks from the effective date, up to twelve connectors in scopetwelve weeks from the effective date, up to twelve connectors in scope · Source: object_read:doc_154_005
The document
Body
Brimscombe Energy - Master Services Agreement (signed)
Status: Executed Signed: 27 Dec 2024 Effective date: 10 Jan 2025
Parties
This agreement is made between:
- BB-Demo, a London data business, the supplier of the company brain ("BB-Demo"); and
- Brimscombe Energy, a business gas and electricity supplier based in Gloucester and licensed by Ofgem ("the Customer").
The account owner for BB-Demo is Tom Ashdown, Account Executive. The customer success manager is Daniel Okafor.
Background
The Customer wishes to give its key-account, collections and complaints teams a single view of each business customer's sites, contracts, calls and bills. BB-Demo will provide the company brain on the Enterprise tier, built and run inside the Customer's own Snowflake account, together with the implementation described below.
Definitions
Read the whole document (5,261 characters)
- Services: the Enterprise subscription, the additional user packs and the implementation listed in the order lines below.
- Initial Term: the period from 10 Jan 2025 to 9 Jan 2026.
- Brain: the AI-queryable layer BB-Demo builds over the Customer's connected systems.
- Business Day: a day on which banks in London are open for general business.
Order lines
| SKU | Description | Qty | Unit price | Discount | Net | Recurring |
|---|---|---|---|---|---|---|
| SUB-ENTERPRISE | Company Brain – Enterprise | 1 | £110k | 5% | £104k | Yes, annual |
| ADD-USERS-10 | Additional 10 users | 3 | £3,500 | 0% | £10k | Yes, annual |
| IMP-ENTERPRISE | Implementation - Enterprise (twelve weeks, security review support, up to twelve connectors) | 1 | £30k | 0% | £30k | No, one-off |
Summary of value
| Item | Amount |
|---|---|
| Annual recurring charges (subscription plus additional users) | £115k |
| One-off implementation fee | £30k |
| Total contract value for the Initial Term | £145k |
The five per cent discount applies to the Enterprise subscription for the Initial Term only. It does not carry into any renewal term.
Term
This agreement starts on 10 Jan 2025 and continues until 9 Jan 2026. Renewal is by written agreement. BB-Demo's customer success manager will contact the Customer ahead of the end of the Initial Term to discuss renewal.
Fees and payment
- Recurring charges are invoiced quarterly in advance.
- The implementation fee is a fixed fee and is invoiced separately from the recurring charges.
- All invoices are in GBP and are payable within 30 days of the invoice date.
- Amounts shown exclude VAT, which is added at the prevailing rate.
Implementation
BB-Demo will carry out the implementation over twelve weeks from the effective date, including support for the Customer's security review. Up to twelve connectors are in scope. Connectors promised in this agreement carry the live-by commitment agreed between the parties during onboarding.
Service levels
| Measure | Commitment |
|---|---|
| Availability | 99.9% |
| P1 first response | Thirty minutes (0.5 hours) |
| Nightly refresh | Complete by 07:00 customer local time on Business Days |
| Service credit | 10% of one month's fee for each month with a breach |
| Credit basis | Availability and data freshness |
Service credits are the Customer's remedy for a breach of the availability or data freshness commitments above. A credit is a one-off adjustment to an invoice and does not change the recurring charges.
Customer responsibilities
- Provide timely access to the systems being connected and to a named technical contact.
- Keep connector credentials current and tell BB-Demo when a connected system changes.
- Use the Services only for the Customer's own internal business purposes.
Data protection and security
The Brain runs inside the Customer's own Snowflake account, so the Customer's data stays within its own environment. Each party will comply with applicable data protection law. BB-Demo will process personal data only on the Customer's documented instructions and will support the Customer's security review as part of the implementation.
Confidentiality
Each party will keep the other's confidential information secret, use it only for the purposes of this agreement, and disclose it only to those who need it and are bound by equivalent duties.
Liability
Nothing in this agreement limits liability that cannot lawfully be limited. Subject to that, each party's total liability in any contract year is limited to the fees paid or payable for that year.
Termination
Either party may end this agreement by written notice if the other commits a material breach and does not put it right within a reasonable period after being asked to do so. On termination BB-Demo will return or delete the Customer's data as the Customer directs.
Governing law
This agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
Signatures
Signed by the parties' authorised signatories on 27 Dec 2024.
| For BB-Demo | For Brimscombe Energy | |
|---|---|---|
| Name | Tom Ashdown | Authorised signatory |
| Title | Account Executive | Authorised signatory of Brimscombe Energy |
| Date | 27 Dec 2024 | 27 Dec 2024 |
| Signature | Signed | Signed |
Unusual terms
Current to 9 Oct 26- 5% discount on Enterprise subscription, Initial Term only
- Renewal by written agreement, no auto-renewal
- Connector live-by date left to onboarding agreement