Ashwell Mercer Interiors - Master Services Agreement (signed)

• Services: the Growth subscription to B-Glass and the Growth implementation described in the Order Form below.
• Subscription Term: the period from 23 Aug 2024 to 22 Aug 2025.
• Connector: a configured link from a Customer system to the brain.
• Business Hour: an hour within BG-Demo's normal UK support day on a business day.
• Order Form: the schedule of lines, prices and billing set out in this document.

Order Form

Summary of charges

The discount of 10% applies to the subscription line for the Subscription Term only. It is a first-term discount and does not carry into any later term.

Scope of the Services

Subscription

BG-Demo will provide the Customer with access to the Growth tier of B-Glass, including pages, chat and search, the dashboards builder and quarterly business reviews led by the Customer Success Manager. The Customer may use the Growth user allowance and the Growth connector allowance.

Implementation

BG-Demo will carry out the Growth implementation over eight weeks from the service start date, connecting up to eight of the Customer's systems to the brain. The implementation is a fixed fee and covers configuration, initial data load, and training for the Customer's project, commercial and credit-control teams.

Customer responsibilities

The Customer will:

• name a project lead and give BG-Demo timely access to the systems to be connected;
• keep administrator credentials for each connected system current;
• tell BG-Demo promptly when it changes or replaces a connected system, because that can interrupt a Connector; and
• use the Services in line with the Growth allowances.

Service levels

Service credits under this agreement are given for availability only. Data freshness is not a credited measure on the Growth tier. A credit is applied against a future invoice and is a one-off adjustment, not a change to the recurring charge.

Fees, billing and payment

• The annual subscription of £40k is billed quarterly in advance.
• The implementation fee of £12k is invoiced once, as a single charge.
• Invoices are payable within 30 days of the invoice date.
• All charges are in pounds sterling and exclude VAT, which is added where applicable.
• BG-Demo may suspend the Services only after written notice of non-payment and a reasonable period to remedy it.

Term and renewal

This agreement starts on 23 Aug 2024 and runs for twelve months to 22 Aug 2025. BG-Demo's Customer Success Manager will contact the Customer ahead of the end of the term to discuss renewal. Pricing for any renewal term will be set out in a new order form, and the first-term discount does not apply to it.

Data protection and security

The brain runs inside the Customer's own Snowflake account, so the Customer's data stays under the Customer's control. BG-Demo will process personal data only on the Customer's documented instructions and only to provide the Services. BG-Demo will keep appropriate technical and organisational measures in place and will tell the Customer without undue delay if it becomes aware of a personal data breach affecting the Customer's data.

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 staff and advisers who need it and who are bound by equivalent duties. These duties continue after the agreement ends.

Intellectual property

The Customer keeps all rights in its own data and in the outputs generated from it. BG-Demo keeps all rights in B-Glass software, its models, templates and documentation, and grants the Customer a non-exclusive right to use them during the Subscription Term.

Liability

Neither party limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be limited. Subject to that, each party's total liability under this agreement is limited to the charges paid or payable for the Subscription Term, and neither party is liable for indirect or consequential loss.

Termination

Either party may end this agreement by written notice if the other commits a material breach and does not remedy it within a reasonable period after notice, or if the other becomes insolvent. On termination the Customer's access ends, and BG-Demo will help the Customer retrieve its data from its own Snowflake account on request.

General

This agreement, with its Order Form, is the whole agreement between the parties on its subject and replaces earlier proposals and discussions. Changes must be in writing and signed by both parties. It is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Signatures