Tarnbeck Insurance Brokers - Master Services Agreement (signed)
Documentexecuted Tarnbeck Insurance Brokers · contract · executed · 2025-01-16
Executed Starter Master Services Agreement between Tarnbeck Insurance Brokers Ltd and BB-Demo Limited, running 30 Jan 2025 to 29 Jan 2026. Subscription £20k a year in advance, 99.5% availability, P1 response within four business hours.
What it says
What this says
Current to 13 Oct 26Executed Starter Master Services Agreement between Tarnbeck Insurance Brokers Ltd and BB-Demo Limited, running 30 Jan 2025 to 29 Jan 2026. Subscription £20k a year in advance, 99.5% availability, P1 response within four business hours.
What it is: a twelve-month MSA for the Company Brain Starter tier plus Starter implementation. Year 1 total is £26k, made up of £20k subscription and £6,000 implementation.
Commits: availability of 99.5% per calendar month, P1 response "Within four business hours of reporting", and a nightly refresh complete by 07:00 Customer local time. A breach of availability earns a service credit of 5% of that month's subscription fee.
Unusual: little is off standard. Either party may terminate for convenience on thirty days' written notice, and the signature page shows blank signature lines with dates of 16 Jan 2025.
Not settled: the text has no renewal or auto-renewal clause and states no renewal price. The term ended on 29 Jan 2026, so any later term would need a separate document.
As found in this document
Current to 9 Oct 26- Date end29 Jan 2026Source: object_read:doc_171_004
- Date signed16 Jan 2025Source: object_read:doc_171_004
- Date start30 Jan 2025Source: object_read:doc_171_004
- Price£19,500Source: object_read:doc_171_004
- Subscription fee£19,500, Annual (in advance)Source: object_read:doc_171_004
- Implementation fee£6,000, One-time (on commencement)£6,000, One-time (on commencement) · Source: object_read:doc_171_004
- Year 1 Total£25,500Source: object_read:doc_171_004
- Invoice paymentAll invoices due and payable within thirty days of dateAll invoices due and payable within thirty days of date · Source: object_read:doc_171_004
- Availability99.5% system availability per calendar month, measured during business days99.5% system availability per calendar month, measured during business days · Source: object_read:doc_171_004
- Priority 1 ResponseWithin four business hours of reportingWithin four business hours of reporting · Source: object_read:doc_171_004
- Data RefreshComplete by 07:00 Customer local time each business dayComplete by 07:00 Customer local time each business day · Source: object_read:doc_171_004
- Service Credits5% of that month's subscription fee, applied to future invoices, if availability falls below 99.5% in any month5% of that month's subscription fee, applied to future invoices, if availability falls below 99.5% in any month · Source: object_read:doc_171_004
- Implementation deliverywithin four weeks of the Effective Datewithin four weeks of the Effective Date · Source: object_read:doc_171_004
- TerminationEither party may terminate for convenience with thirty days' written noticeEither party may terminate for convenience with thirty days' written notice · Source: object_read:doc_171_004
The document
Body
Master Services Agreement
Between: Tarnbeck Insurance Brokers Ltd and BB-Demo Limited
Effective Date: 30 January 2025 | Expiry Date: 29 January 2026
1. Definitions and Interpretation
Agreement: This Master Services Agreement including all schedules and exhibits.
Company Brain: The analytics platform providing search, pages and chat functionality across the Customer's integrated data.
Connectors: Integration modules linking the Company Brain to the Customer's systems.
Confidential Information: Non-public information disclosed by either party.
Customer: Tarnbeck Insurance Brokers Ltd.
Services: Company Brain – Starter subscription and implementation services.
2. Services Provided
2.1 Company Brain – Starter Tier
The Company provides the Company Brain – Starter, which includes:
- Search, pages and chat across the Customer's data
- Up to four data connectors
- Email and chat support
- Six-monthly strategic check-in meetings
- Nightly data refresh complete by 07:00 Customer local time on business days
2.2 Implementation
Read the whole document (3,928 characters)
The Company will deliver implementation comprising data integration, security assessment and user training within four weeks of the Effective Date.
3. Term
3.1 Duration: 30 January 2025 to 29 January 2026.
3.2 Termination: Either party may terminate for convenience with thirty days' written notice.
3.3 Effect of Termination: Upon expiry or termination, the Customer shall cease use of the Company Brain and return all materials.
4. Fees, Invoicing and Payment
4.1 Pricing Schedule
| Item | Amount | Frequency |
|---|---|---|
| Company Brain – Starter | £20k | Annual (in advance) |
| Implementation – Starter | £6,000 | One-time (on commencement) |
| Year 1 Total | £26k | , |
4.2 Annual subscription invoiced on or before the Effective Date. Implementation invoiced within five business days of the Effective Date.
4.3 All invoices due and payable within thirty days of date.
4.4 All fees exclude VAT, charged at the applicable statutory rate.
5. Service Levels
5.1 Availability: 99.5% system availability per calendar month, measured during business days.
5.2 Priority 1 Response: Within four business hours of reporting.
5.3 Data Refresh: Complete by 07:00 Customer local time each business day.
5.4 Service Credits: Should availability fall below 99.5% in any month, the Customer receives a service credit of 5% of that month's subscription fee, applied to future invoices.
6. Confidentiality
6.1 Each party shall maintain confidentiality of the other's information and shall not disclose it to third parties without written consent, except as required by law.
6.2 Where disclosure is legally required, the disclosing party shall provide prompt notice.
7. Limitation of Liability
7.1 Neither party shall be liable for indirect, consequential, special or punitive damages.
7.2 Each party's total liability shall not exceed the total fees paid by the Customer in the twelve months preceding the event giving rise to liability.
8. Intellectual Property
8.1 The Customer retains ownership of all data and materials provided.
8.2 BB-Demo retains all intellectual property rights in the Company Brain.
9. General Provisions
9.1 Entire Agreement: This Agreement is the entire agreement between the parties and supersedes all prior negotiations.
9.2 Amendments: Must be in writing and signed by both parties.
9.3 Severability: If any clause is invalid, the remainder continues in force.
9.4 Governing Law: This Agreement is governed by the laws of England and Wales.
Signature Page
For BB-Demo Limited:
Signed: ___________________________
Date: 16 January 2025
For Tarnbeck Insurance Brokers Ltd:
Signed: ___________________________
Date: 16 January 2025
Unusual terms
Current to 9 Oct 26- Termination for convenience on thirty days' notice
- Fixed twelve-month term with no renewal clause
- Signature lines blank in text, dated 16 Jan 2025