Transcript
Peter Bosworth (00:00) the other thing that confuses me is that is the easy health and the fact that their consumption changed, but we.
Genevieve Seney (00:07) can talk about that. Yeah, yeah, that’s kind of straightforward that’s more just the archived. So, if you didn’t request it, if it didn’t actually go to requested, then it won’t count towards consumed if it went straight to archived.
Peter Bosworth (00:22) And we changed that this?
Genevieve Seney (00:24) Week like last week, yeah, but they’re so so close to being up, it’s the same talk track. Okay. Cool.
Genevieve Seney (00:44) Are they in the waiting room? They’re.
Peter Bosworth (00:46) not yet.
Genevieve Seney (00:47) Pause the recording for a second.
Peter Bosworth (00:49) Oh, yeah.
Genevieve Seney (00:53) Okay. All right.
Gabrielle Norton (01:36) Hello? Hey, good afternoon, hello?
Rebecca Kalmbach (01:40) Hi, everyone. Sorry, I’m a couple minutes late.
Peter Bosworth (01:44) No sweat. Doing well. How are you?
Rebecca Kalmbach (01:51) Good, good. Hi, Gabrielle. I don’t think we’ve met yet and sorry if I missed intros, it’s.
Gabrielle Norton (01:58) okay. No worries. We’re just getting started, but I’ll let the team kind of jump into it. But just for context, my name is gabby, Gabrielle either is fine. I’m head of our account management team. So just jumping in here to further support from, I’ve been caught up behind the scenes. But just here today to hopefully get all your questions addressed and get this wrapped up.
Rebecca Kalmbach (02:17) Awesome. Thank you. Great.
Peter Bosworth (02:22) Well, thanks for jumping on woven team. And so, yeah, there’s from our back and forth, it feels like there’s three items that we’re discussing. And so we have just kind of a slide to orient our conversation today and feel free to kind of jump in as we move through each of the three items but the first one.
Peter Bosworth (02:44) So the new state licensing volume. So the disconnect between December 20 25 growth agreement, and then where we stand today. And so the way that agreement was structured in the way that your email outlines is that there was like 53 in year one and 53 in year two. And the thought on your side being that it was like a payment plan to pay for each of the like 53 in year one and 53 in year two, and where, from medallion consumption perspective, the moment that was signed, the licenses were like you were over consumed because there was a 53 allotted for year one only.
Rebecca Kalmbach (03:35) 53 plus the 15 on the base agreement. And then you’re.
Genevieve Seney (03:39) right.
Rebecca Kalmbach (03:39) By December that like that 68 had already been consumed exactly. Yeah, the only clarifying point that I would make Peter is like, we didn’t assume that from our perspective, we were told that by your team, like we worked together to structure that contract. So, I understand like I totally agree on the sticking point. I just, we didn’t come to that conclusion that the 53 and the 53 would be like year one and year two. And then that wasn’t appropriate for us to assume we went through a whole conversation to get to that as the payment plan. Yeah, I just want to be like really clear on that because I know that we’re like sticking on the legalese. I would fully rather just resolve that, but I feel like that’s being pushed back to us as our interpretation of the contract. But that is fully what was shared with us and designed with us with your team in December. So that’s our biggest frustration in this conversation. Yeah.
Genevieve Seney (04:43) Yeah. I could definitely jump in here. I think totally aligned Rebecca. I think that it was definitely a misunderstanding on our side as well. I think that what Miro designed this to do was to sort of answer the needs of the growth as opposed to understanding what your team was looking for, which was the payment plan which she didn’t execute on and that obviously wasn’t delivered to what you guys were looking for. So understood there, I think it was just absolute misalignment, from miscommunication on both sides totally.
Rebecca Kalmbach (05:18) Appreciate that. And I, and it is, I mean, it’s confusing like as we’re going through this, right? It is confusing. So we also understand how that happened. But that’s why now that we’re seeing this interpretation like running through the amounts, seeing that 53 for year two is now projected for 20 26, 20 27, which is also now not aligned with our needs because that wasn’t the intent of the original contract. Like would love to, we can and Peter, sorry to jump in like we can keep walking through this, but I think that is like that is the biggest sticking point. Happy to clear up any overcharges like would love to get back on a new schedule. That makes sense. And like fully clear that out. And then we’ll I mean, transparently, I know we’ll probably have to go through this process again for 20 27 because we’re just now getting to those projections so we can’t have that ready by the 30 first. But like we’ll start getting to it’s easier for us to do that once we understand like how we clear this out.
Rebecca Kalmbach (06:16) So thank you, Peter for also like preparing us and walking through the left hand side that is aligned with like, what our sticking point, is that like the 53 and 53 split?
Peter Bosworth (06:28) Yeah. And I think the misalignment kind of continues to just be that we have… basically like to put it in the most plain terms possible is that we have… more work being done by medallion that is like being paid for by woven, that’s the delta between overconsumption and the contracted volumes for year for this current term year. And so that’s what we’re trying to achieve with the addendum is to reconcile that delta.
Gabrielle Norton (07:07) So in,
Peter Bosworth (07:09) terms of the next two points, I mean payment and financials. I think we kind of discussed this in the email, but… yeah, the, we’ve like informed our team, our accounting team to have the quarterly invoicing schedule aligned with just like a clean with your kind of the governing agreement, the overall agreement and that quarterly schedule. So any questions on that?
Rebecca Kalmbach (07:38) That’s super helpful to have it fully aligned. I did have a couple of questions. We can pull the spreadsheet back up and I think just probably clear it up. I’m probably just looking at like different lines but the like bi monthly piece. I’m not sure I fully understand that still. So it sounds like it’s adjusted to quarterly moving forward. I’m just not totally clear on like the 11,000 amounts that were billed in December and January. So I tried to recreate that in the spreadsheet. I just couldn’t get to the same total. So happy to walk. We can maybe pull that up after we run through the point number three here.
Peter Bosworth (08:17) Okay. Sure. Yeah. I mean point number three, just the partnership msa. So we, the msa that governs the agreement is the online terms. And so the 920 21 we don’t have like the partnership began between woven and medallion in 22. So not sure where this 921 comes from.
Russ Arjal (08:41) That’s what was shared with us with medallion. And at some point early on in the, before anybody else was on, I guess I was probably the only person here on the, on that call. I can’t remember who was there? It’s.
Rebecca Kalmbach (08:52) just the date in the contract, like the original msa that we have that Russ has via email from you guys, is the file name is September 20 21. So I’m assuming like even if we signed in 22, the first addendum that was maybe just like the original date that was on the document shared with our team is my best guess, Russ, if that’s fair, that’s.
Russ Arjal (09:13) my guess, but I can look back at the dates when the emails were sent, but that was just sent to me from the medallion team the.
Peter Bosworth (09:19) Medallion team at.
Russ Arjal (09:20) That time. Yeah.
Gabrielle Norton (09:21) Yeah, I can jump in here and help and that makes a lot more sense. So thank you both. We were, we were not following the 20 21 date there. The msa was standard and did not change until post 20 25. So anything before like the 20 24 and before was all the same msa. So the one that you guys have, Russ would be the same as the 20 22. So the 20 21 versus 20 22, that msa is the same. We never changed anything in there.
Rebecca Kalmbach (09:46) Got it. Okay. And then I’m seeing your URL. My next question was when we tried to click through the contract to view the msa, we get a four four page not found error, but I think it’s because the URL that’s listed in our contract is like medallion co backslash msa. Yeah.
Gabrielle Norton (10:06) Correct. Because once we update it in 20 25, we keep record of everything because it’ll be the applicable msa when the new business contract is signed. So, this link here will take you to what the original msa one was. We just changed the URL now as we update it to make sure it’s all accurate.
Rebecca Kalmbach (10:23) Okay. So this is the pre, we’re still on the pre 20 24 msa, yes, correct? Which was what was previously at medallion co, backslash msa and is now at co, master service agreement 20 24.
Gabrielle Norton (10:38) Yes, correct. Great. Okay.
Rebecca Kalmbach (10:42) I will… pull… that up. We can run through, I think the 20 21 and 20 24 copy rest that we have is the same, but we can also just double check that on our end. I don’t think it really matters to be honest because if we, as soon as we signed an addendum, if it references a different msa, then we’re bound by whatever msa is referenced in the footnotes of that addendum. So, not that that’s like a sticking point, but more, just as we’re trying to like file away contracts and keep track of everything. I, yeah. So we’re still on the 20 24 msa.
Gabrielle Norton (11:17) And, our standard. Now, again, you guys have been with us for a while. So now it’s all templatized into a contracting system that we’ve been in for about two years. Now, our standard will be to always reference the msa with the date that you guys signed your new business deal, so that it’s your original msa to make stuff clean for you. So it won’t be like a URL or say anything like that. It’ll reference the actual date of which the original agreement was signed, that you have that always referenced? Okay, great.
Rebecca Kalmbach (11:46) Yeah, that was my first time not seeing a countersigned msa. So then, our next thought was like, are we not bound by an msa at all? So it was more a question, but that makes sense. Yeah.
Gabrielle Norton (11:58) And clarifying piece there too. I put a note in here but we don’t if our customers ask us to countersign the standard online one, we will do it. We just don’t do it as a practice because it’s the standard one. If we negotiate an msa, we always go through red lines and countersign there, but we don’t require that it is executed because it’s always referenced in the new business contract and then thereafter. So when it’s just the standard and we’re not negotiating anything, we just don’t it’s just not a requirement on msa.
Rebecca Kalmbach (12:27) Got it. Okay. Great. Okay. So what is most helpful for us figuring out how to address the December numbers and what you all need from us then? Like where is best to take this? Like I’m happy to talk through maybe we come back to the payment and financials after because that’s like just the specific bills from December and March. But… should we talk through structure for the proposal or like how we realign from the December numbers?
Genevieve Seney (13:09) Yeah. I think so. Let me just share my screen really quick. So I think this might be the easiest view. And then we can kind of let me just see.
Genevieve Seney (13:25) Okay. So again… I think this is like just the most straightforward view. Essentially what we’ll have to address right before end of month is the 33,000. So this will be what the addendum needs to basically start at before end of month to bring you guys back to current spend. With that being said, it’s kind of up to you. It sounds like you probably likely don’t have your three volumes yet. So don’t you know, doesn’t have to be put into place today. I would say like the more I guess like eye catching number here is that you have basically 17,000 dollars worth of spend after we get back from the 33,000. And so this again kind of like up to you guys where you see your projections through the rest of like through June 20 26 and onward is what you would likely need to sort of think about and reconcile in terms of what additional volumes you need. I’ll pause there. Does that make, does that make sense? The 17 is for through June of 20 27, correct?
Rebecca Kalmbach (14:27) But that’s based off of the December addendum right? The additional purchased?
Gabrielle Norton (14:35) The, this will be a combination of everything. So the total purchase amount, 117 four five seven is the total of your original three year agreement plus what you signed in December, yep, the date you have consumed 100 K against that. So from today through the end of your contract in 20 27, you only have 17,000 spend remaining. Yep. Okay.
Rebecca Kalmbach (14:59) And then the term, the 33,000 remaining in term or negative that’s what we owe for year two is the term, the year or is the term, the total contract period the?
Gabrielle Norton (15:17) Term is the current year. So year one two three, and then the contract period, it is the contract period as well. But in the top left you’ll see contract start and end date. And then term start and end date is the year within the contract.
Rebecca Kalmbach (15:30) Okay. And then that’s the one two that corresponds to term, got it. Okay. And then what… you all shared on the billing schedule, could… we walk through then like your proposal for how this plays out between now and June? And then what our adjusted actual volumes would be by quarterly payment?
Genevieve Seney (16:00) Yeah. So… okay. So, this is what was shared with you guys. So this is your invoice breakdown currently, right? Like this is not including this new addendum. So basically, we would just align on what the remaining schedule would look like. So right now, you can see what’s open the invoice two of three for your December contract. And then secondly the last invoice for June 25 to 20 26, year two. So we’re not necessarily changing anything in terms of volumes. What would change is that we would basically align instead right now, you’re getting two invoices a month because you have two addendums, right? They’re working on opposite dates. They’re just co terming. So we would basically align to a singular due date per month for all three of your addendums.
Rebecca Kalmbach (16:51) Can we just roll this into one addendum? Like the December addendum was incorrect? It’s not structured correctly. It didn’t align with our request. It would be much easier for us to, I guess if that’s a rescission or like to annul the agreement. I don’t know what kind of terminology… we should use there, but that addendum based off of what we sent across was not structured correctly. So I would much rather for a variety of reasons, correct that addendum and just have us on one correct addendum from the December negotiations, than try to like go through and realign two separate addendums and then carry forward a structure that isn’t correct.
Gabrielle Norton (17:38) Yeah. Oh, go ahead. I think just to kind of take a step back, totally hear you. I think, we can’t open up the similar to what you guys are saying. You know, you have your financial requirements and you’ve closed the books on certain quarters and certain months. So have we, so we can’t we’re not gonna open up an agreement from December. We’re happy to work with you and figure out a path forward to take a step back and think of it kind of volumes aside regardless of what volumes were purchased in December, regardless of what volumes you guys have remaining today. You’re still over consumed by the 33 K, you have 17 K remaining. So the skew flexibility push pull between years, push pull between products is all dependent on that total spend. So instead of just saying let’s forget about the December agreement like, you clearly need it because you only have 17 K remaining for a year and a half with medallion, let’s right? Size, the 33 K figure out what you need from today through the end of the contract. And then we can take that and we can structure it with the correct volumes and whatever you might need from there. But because you are consuming so accelerated against your contract, the volumes purchased for years two and three are almost null because you’ve already consumed that spend.
Gabrielle Norton (18:52) So what we’re trying to do today is get you caught up with your payments, get you something in place because you’re going to consume 17 K in the next couple of months and we don’t want to have to disrupt services then. So we’re trying to work on a path forward and volumes aside. Obviously, they’re in the contract totally hear you. We need to use those for projections, but you’re so accelerated in what you’re consuming that it’s like we need to address the current state and then get additional volumes in place for future.
Rebecca Kalmbach (19:22) I think we’re not concerned about the future spend right now that’s much harder for us to do from this point because we’re trying to get clarity on total cost and expenditure in order to do that projection.
Gabrielle Norton (19:36) So, I.
Rebecca Kalmbach (19:38) think we shared this with Mira too, like we’re happy closer to date to revisit 20 26 to 20 27 or go through term three, but I would not like to pull that conversation in today. Like our focus is right? Sizing on what was done in December, what was incorrect in the addendum and then trying to figure out how we can best get to like the cleanest arrangement that is easiest for you all and easiest for us.
Russ Arjal (20:06) I think the future state is very much TBD and our needs will be different and we have to sort out what to do. So I would separate these two conversations. They seem unrelated to me and.
Gabrielle Norton (20:22) totally hear you guys. I think that that’s completely fine. I think we’re saying the same thing in two separate ways. So we still need to get if we’re not talking about future spend your current term goes through June of this year. So we have two, three, four months left. You’re 33 over consumed. You have 17 K remaining. What do you need to we’ll address over consumption? What do you need to get you from now to June? Is the 17 K going to cover? That is what we need to figure out for year two. And then separately, we’ll figure out the 33 K. But same thing like to take a step back volumes aside from December, you’ve already consumed all that. So with SKU flexibility, you’ve already used that. So we’re almost resetting the contract right now, which is why we’re asking for like regardless of what you’ve already consumed, like what do you need today through June today through any date future?
Rebecca Kalmbach (21:13) So, let me know if this is aligned with what you’re saying, Gabrielle, or gabby, if you prefer gabby… what we shared with Mira is still what we need… for.
Gabrielle Norton (21:27) My sake, I was not on those calls with Mira. So if you can summarize or resend to us, like I just need to know from today through June because that was also in December. So from current state to where you are through June, what do you need? We?
Jill Hamburg (21:41) Have nine licenses left. I think, right? We’ve consumed 87 of the 106. Is that correct?
Rebecca Kalmbach (21:50) 87 was the total consumed number that I last saw?
Jill Hamburg (21:53) And so we have nine.
Rebecca Kalmbach (21:56) What we shared with Mira was 106 in total. That was the number that we aligned on because that included 12. It was like everything that we consumed and everything that was in progress as of December sixteenth plus 12 new licenses. So that was like gabby, that’s the email chain that I just forwarded like brought up for you all right? Before this call. Like those numbers from our perspective are still what we need through June of 20 26.
Genevieve Seney (22:32) So, you haven’t maybe also to take us back. So, the numbers that you’re saying, have you submitted those requests at all?
Rebecca Kalmbach (22:42) Yeah, like have we submitted the new requests or?
Gabrielle Norton (22:50) Cause you’re I.
Genevieve Seney (22:52) guess you’re saying that you, those, the needs haven’t changed, right? But you purchased 68.
Genevieve Seney (22:57) Essentially, you have purchased 68 for this year, you’ve consumed 88 now. So if none of those requests are in the system, you’re saying you still need 53 from now till June.
Rebecca Kalmbach (23:10) No. So, the, so what we’re saying that 68, that is a reflection of the addendum, the 53 plus 53 addendum in December, that was incorrect.
Gabrielle Norton (23:23) So, it,
Rebecca Kalmbach (23:23) should have been an increased volume that would have reflected our initial purchase which I think was 15 for the year plus. We said everything that is that as of December sixteenth was in progress like in the queue. So that total. And then we were going to need 12 additional licenses from January through June in 20 26. That’s how we arrived at that 106 number. So, what was put in year two, which is year one in the addendum but year two, and like the total term contract that should have accounted for all of the overage and the 12 new licenses. I think Jill, you’ve submitted nine of those new licenses to date, right? So, so we’re in total like net new licenses, which again, we’re just talking about new licenses because that’s, the largest like consumption here. We’re up to 103 that.
Jill Hamburg (24:26) Sounds right? It’s like you just take the 106 and then you minus out already done.
Gabrielle Norton (24:33) So, it sounds like to essentially get you to June… you need to be invoiced and pay for the second half of the December addendum which is formally under year three. But because those volumes were supposed to be now, that second half of the addendum is what needs to be invoiced now.
Rebecca Kalmbach (24:53) Probably. But then minus whatever you all have pulled through already like this is why I think the contracting gets complicated for us to track because.
Gabrielle Norton (25:03) So we haven’t pulled through anything. We haven’t pulled through anything yet. So.
Rebecca Kalmbach (25:08) Then, what is the 17 K? The?
Gabrielle Norton (25:12) 17 K is your remaining against your entire contract? This is giving you a snapshot. It doesn’t mean that we’ve invoiced you. It doesn’t mean you guys have paid it. This is just giving you a relative to your entire three year contract. You only have 17 K remaining. So you guys have only paid the 67 so far. Yes.
Rebecca Kalmbach (25:34) And.
Jill Hamburg (25:34) then the 33 overage, and then by June, the other 17, and then we’d be done.
Rebecca Kalmbach (25:41) Okay. For year two, right? But the, gabby, what you’re saying is like the 33, that overage is calculated for all of the contracts that have been consumed or… all of the sorry, all of the licenses that have been consumed since.
Jill Hamburg (26:10) June of 20 25.
Rebecca Kalmbach (26:13) I guess since, when of.
Gabrielle Norton (26:15) 20 24 total. Okay. So if you see the term here up here, the purchase amount, the first one, you guys had 16 K in the first year you consumed double that you consumed 33. So you already went into June of 20 25, negative 15,000 dollars. That’s why in December, Mira started to address this. You guys signed the agreement because it was split into two years. You’ve only been, you’ve only contracted for that first half of it, which is why that goes up to the 50 20 22 22 two. So right now, your total purchase amount is the 67 zero two two. You guys have consumed 100,000 dollars, which is where you’re getting the 33 delta… right?
Rebecca Kalmbach (27:07) And then the 17 that’s remaining, you’re saying you can’t can we just pull that forward?
Genevieve Seney (27:16) No, because you’re over the 120 percent annual contract value and you’ve over consumed both years.
Rebecca Kalmbach (27:24) So, where does that 17 apply?
Genevieve Seney (27:27) So this 17 would be through 20 27. So today, if you were to, again, well, you’ll have to do the addendum for the 33,000 dollars. You’ll only have 17,000 dollars worth of spend through 20 27 and you still have, you know, six seven eight licenses in upcoming. So this is going to go down every day, every single day basically until the addendum is in place.
Rebecca Kalmbach (27:52) Yeah. Okay. So then could we walk through the billing table and talk about what you all are proposing as the addendum structure, now that we also have like, the mutual understanding of what should not be in 20 27 or ideally what we would pull into 20 26?
Gabrielle Norton (28:14) I think too, let me just while you have this up Jen like if you guys do nothing today, like let’s forget about the addendums and like say you execute on nothing, you don’t sign anything today because you, of what you’ve consumed, you will all of these invoices that say to be billed, you would essentially get billed, all of them up to the… fourth.
Gabrielle Norton (28:39) So your next like we would accelerate the billing on the next four five six invoices, like they would invoice you out to cover that 33,000. Now… so regardless like whether you sign an addendum or not, yeah, we’re accelerating the billing because you guys are consuming. So ahead of schedule, we can either do it on this or we can execute an agreement to get everything right? Sized. But either way like the 33,000 has to be addressed, we can’t continue to do work for you guys when we’re not being paid for it, so we can accelerate the existing invoices, or we can right size you, which is what we’re trying to do. We can figure out pricing because obviously, you guys are consuming ahead of what you thought higher volumes. We have the options to negotiate pricing. But either way, the 33 has to be addressed. It’s either done through this billing schedule or through the agreement that Peter has been sharing.
Rebecca Kalmbach (29:32) Yep. OK. So, the 33, I understand. But this schedule then is aligned with the 17.
Gabrielle Norton (29:40) It’s to carry on.
Jill Hamburg (29:42) 17 is what I was thinking.
Gabrielle Norton (29:46) So we have an invoice, this is not going to match to the 17 again, that was relative of your contract. But yes, what we would do is invoice you the remaining. And then your to be billed would consist of just the 17 remaining, right? So we would true up your invoice. Like these invoices would be null because we would issue a new one for the 33, whatever that delta of 17,000 is, we’ll get allocated across this remaining schedule. So.
Jill Hamburg (30:18) These numbers would be changed is what you’re saying? Yes?
Rebecca Kalmbach (30:21) Yeah. Could you just sum then what’s in the, to be billed here?
Gabrielle Norton (30:32) Yeah. You guys, I’m sorry, go ahead to be billed as 61, five seven five.
Rebecca Kalmbach (30:42) So where is that coming from?
Gabrielle Norton (30:48) Those are the invoices that have not been sent out yet, but.
Rebecca Kalmbach (30:54) That total is 61,000 dollars, correct?
Gabrielle Norton (30:57) Your billing schedule and your consumption and like term year are two separate things we have you on quarterly to help you with the payment terms. So there is, we don’t do this on each quarter. Like if you’re you could consume 100 percent of your contract in the first quarter, but then you’re paying it quarterly, like we give you guys that flexibility. We don’t have that flexibility between years because the dollar amount and the percentage of work we’re doing without payment becomes too high. So this is your.
Rebecca Kalmbach (31:27) Yeah, same thing. You like you true up, you true up at the term year regardless, which is the 33? Okay. But then how are we getting to a 61,000 total in year three when our current contract plus addendum is 17? Unless I’m still not understanding.
Gabrielle Norton (31:49) So the year three of your contract is only… the four invoices for year three. So that’s 54 35. So you can see on there June 20 first 20 25 to 20 26. Those dates are Jen.
Rebecca Kalmbach (32:09) I think we’re still seeing the.
Gabrielle Norton (32:10) Yeah, I’m not. I.
Rebecca Kalmbach (32:12) Don’t think we’re tracking your screen.
Gabrielle Norton (32:21) So, let me just highlight these.
Gabrielle Norton (32:38) These are your eight invoices for year three of your contract.
Jill Hamburg (32:49) But those numbers would be changed because we’re going to pay the 33 and we’d only have 17 left. So then the 17 would be divided into monthly or quarterly payments at the end of the year.
Russ Arjal (32:59) 20 27. Okay. So just to make sure I’m clear 33, 17, 50,000 that we owe at medallion total, the 61 that’s on go forward billing, is a number that’s sort of I’m assuming based on some of our consumption today, it’s an expected consumption going forward and rolled out sort of amortized over this period of time. But we owe a total of 50 total, not the 61, 17 going forward that we have yet to consume. And 33 that we’ve already consumed just because we’re talking about a lot of numbers. I just want to make sure we talk about the ones that really truly matter.
Gabrielle Norton (33:36) So,
Rebecca Kalmbach (33:36) am I?
Russ Arjal (33:37) Right about that?
Gabrielle Norton (33:40) Yes, yes, you are okay. I’m.
Rebecca Kalmbach (33:43) not I’m just not tracking where those perspective numbers are coming from. Though… currently, I mean to Russ’s point, yes, like, but that schedule that to be billed schedule is that from our current contract and the addendum that you’ve proposed… this?
Gabrielle Norton (34:04) Is just your current billing schedule for your total contract. So if you sum everything in that, it’ll be your total available consumption, which.
Jill Hamburg (34:14) will change is how I’m hearing it. Like those numbers actually are confusing and shouldn’t be on there right now because we’re going to pay the 33 and then those numbers will change and they’ll be greatly reduced because there’s only 17,000 left that we have to.
Gabrielle Norton (34:26) Pay. Is that right? If we choose to do that? Yes, but that means you have 17,000 to consume between today and June of 20 27, which is not like we, you guys are going to go through that. That’s why we’re trying to get something in place for you. So, yes, if that’s the option that you go forward with, yes, and we will change your billing schedule. But then we’re going to continue to have this conversation and add an addendum update your billing schedule over and over, which is why we came to the table. We’re proposing we right size you with a growth contract, get your billing schedule aligned. So there’s only four payments a year regardless of what it’s like it’s all going to tie out, but it could be across the three contracts. You’re on four payments a year. Everything ties out there and we can give you an updated billing schedule. If we’re going to do the first option. We’re going to be changing it over and over. So, yes, we can update you. But honestly, that’s not my recommendation just based on where we’re at today? Okay?
Russ Arjal (35:20) Do we have any numbers? Maybe I missed it on the growth. If we were to go down this road, of this of the more, I mean whatever we want to talk, the growth plan, the per license fee, which is pretty high. All that’s 650 dollars and renewals. What sort of discount do we get? Has that been shared with us? Or is that something we have to still discuss? No?
Gabrielle Norton (35:43) Absolutely, we can discuss it. We would need volume projections. So we would need from again, I know you guys already did this but today, you have 17 K remaining. I need to know from today through the end of this year, however much you can tell me volume wise, and then I can give you new pricing as soon as the contract the addendum is signed, that new pricing kicks in. So even if you have five remaining available new licenses that were at the old price, everything will be now consumed at this lower price effective on the date that the contract is signed. Okay?
Russ Arjal (36:13) And then secondarily, just, it is medallion’s position. Am I hearing this correctly that regardless if we sign on to a new plan that would increase the number of licenses that we’re purchasing, increase the total spend on our part towards you? That medallion is the despite all the miscommunication. And, and honestly, there has been, you know, this, I’m not saying it’s a bait and switch but it feels totally different than the conversations we’ve had previously and so it doesn’t feel good at all. So I don’t think either party feels great about this but you’re still gonna have the position for you, Gabriel, is that we owe 33,000 by the end of the month. Otherwise we have to services are stopped, is that still, regardless if we sign on for additional licenses, I mean that’s not a great deal for us.
Gabrielle Norton (36:57) Totally hear you. We want to get this figured out. Obviously candidly. That’s, our finance and my CFO stance. I didn’t write that policy but we are again, that’s 33,000 dollars. Obviously we can figure out some flexibility but 33,000 dollars of work that we’ve done for you guys that has not been paid for. So that’s kind of where they’re coming from. Totally agree. There’s miscommunication, and it’s frustrating for both sides but that is why they’re trying to get it addressed. Same as you guys have shared. We close our books each month, we close our books each quarter and it’s just important for them to get chewed up on work that’s been done. I.
Russ Arjal (37:36) Understand. I mean start it’s sort of, you know, it’s just how you, we’re… a startup. I guess you guys are still a startup. You guys are quite large. You’re the larger entity here and just trying to understand what the sort of the cultural vibe is here. And it sounds like it’s pay regardless of whether, we sign up for more. You could argue we sign up for more pain. We, we pay the same. There’s. No, there’s no advantage to us to sign up for additional contracts or additional licenses because it doesn’t change the terms for the money that we owe at this point which again, to our, to what we’ve talked about now sort of at length to the point where it’s probably making us all nauseous, at least making me nauseous. Some of that is due to just the opaqueness and the communication from a party on your side, not us. And… so, you know, we would not have signed this if we had had clear communication. To be clear. If I had known this, I just wouldn’t have done it. I would have looked at the msa from or whatever and just figured out a way that we could all exit this. And in a way that’s reasonable, I think we could use somebody else.
Gabrielle Norton (38:41) Again, totally hear you. I think there’s frustration on both sides and obviously we, that’s not the route we want to go. I, there’s again two different options. We are putting this addendum in front of you because as you saw on, it does have the quarterly payment terms. So if we can figure out the growth needs now and we’re not accelerating your invoicing, there is that flexibility for payment. It’s going to be two more invoices. One now one on whatever you’re remaining quarterly invoices for year two. The last one before June. And those would both be net 30 if we’re just accelerating your billing and changing that entire invoice schedule that’s where I have no flexibility and it is billed in one invoice and it’s due net 30. So that is where again I think it’s getting lost in translation with all the numbers in the back and forth. But we are trying to work with you and give you the two options. I understand the conversation was different in December but this is a conversation we’re having daily with all of our customers and we are coming to you and trying to give you the option that does give you the flexibility. If we accelerate, then that is where again I just have no control of that, gabby, could you…
Gabrielle Norton (39:51) Appreciate it. I think we might have lost her but I know we’re at time two and a little bit over. So thank you for staying on. Let us kind of summarize some of this again in writing now that we’ve been able to talk through it live and kind of talk through frame it as like scenario one is execute the agreement. Scenario two is the accelerated billing and the breakdown of both of those and what that looks like. And hopefully that can help you guys again if any kind of projections or future needs that you guys can give us like that is where we can help you on pricing on payment flexibility, on getting that stuff, right size. But if we’re just going to accelerate the billing that’s where, we lose that.
Russ Arjal (40:31) Okay. Thanks for your best time. Thank.
Gabrielle Norton (40:32) You guys. Bye.