1. Introduction
These Terms of Service (“Terms”) govern your use of the website at meridiangroup.it.com, any client workspace account you register with us, and any consulting services we provide to your organisation (together, the “Services”).
The Services are provided by MERIDIAN CONSULTING GROUP LTD, a private limited company registered in England and Wales under company number 17101771, with its registered office at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom (“Meridian”, “we”, “our” or “us”).
By accessing the website, registering an account or entering into an engagement letter with us, you confirm that you have read, understood and agreed to these Terms.
2. Scope of services
Meridian provides management consulting and communications advisory services under UK SIC codes 70229 and 70210. Engagements are scoped in a separate written engagement letter or statement of work (the “Engagement Letter”), which together with these Terms forms the contract between us. In the event of conflict between the Engagement Letter and these Terms, the Engagement Letter prevails.
2.1 What Meridian does provide
- Independent strategic analysis, operational management consulting and organisational advisory work within SIC 70229.
- Communications strategy, stakeholder engagement and public relations advice within SIC 70210.
- Written recommendations, roadmaps, operating models and messaging frameworks as defined in the applicable Engagement Letter.
2.2 What Meridian does NOT provide
- Regulated financial or investment advice. Meridian is not authorised or regulated by the Financial Conduct Authority.
- Legal advice. Meridian is not a law firm and is not regulated by the Solicitors Regulation Authority.
- Tax advice. Where tax matters arise, you must obtain advice from a qualified tax adviser.
- Accountancy or audit services.
- Software development, implementation or IT services, unless expressly scoped in an Engagement Letter.
Where our work touches on any of these areas, we will coordinate with your existing regulated advisers rather than replace them.
3. Accounts and registration
Certain parts of the Services (such as the client workspace) require an account. When you register you agree to provide accurate and complete information, keep it up to date, and maintain the confidentiality of your sign-in credentials. You are responsible for all activity that occurs under your account.
We may suspend or terminate accounts that violate these Terms, abuse the Services, or where required by law. You may delete your account at any time by contacting support@meridiangroup.it.com.
4. Engagements, fees and payment
- Engagement fees are fixed at the scope stage and set out in the Engagement Letter.
- Fees are exclusive of VAT unless expressly stated. VAT will be added at the prevailing rate where applicable.
- Payment terms are set out in the Engagement Letter. Default terms are payment within 14 days of invoice date.
- We may charge statutory interest and reasonable recovery costs on overdue sums under the Late Payment of Commercial Debts (Interest) Act 1998.
- Scope changes that increase fees will be agreed in writing before any additional work is carried out.
5. Client obligations
In order for us to deliver effective work, you agree to:
- Provide accurate and complete information relevant to the engagement, and timely access to the people, data and systems agreed in the Engagement Letter.
- Make appropriate decision-makers available for working sessions and approvals.
- Review our deliverables and raise material concerns during the engagement so they can be addressed in real time.
- Use our deliverables only for the purpose and within the business for which they were prepared.
6. Intellectual property
- Client materials (information, documents and data you provide) remain your property. You grant us a non-exclusive, non-transferable licence to use them solely for the purposes of the engagement.
- Deliverablesprepared specifically for you become your property on full payment, except for any pre-existing materials, generic methodologies, frameworks, models and know-how (our “Background IP”), which remain ours. We grant you a perpetual, royalty-free, worldwide, non-transferable licence to use Background IP embedded in the Deliverables for your internal business purposes.
- We may use anonymised learnings, depersonalised insights and non-confidential experience to improve our services and for generic case references, provided that we do not identify you without your prior written consent.
7. Confidentiality
Each party agrees to keep the other party’s confidential information confidential, use it only for the purposes of the engagement, and protect it using at least the standard of care applied to its own confidential information. Confidentiality obligations survive termination for a period of five years, or indefinitely for information that is trade-secret in nature. Standard exceptions apply (information that is public through no fault of the recipient, was already known, is independently developed, or must be disclosed under law or regulatory process).
For engagements involving personal data, the parties will enter into a written Data Processing Agreement compliant with UK GDPR Article 28 before any personal data is shared.
8. Warranties and service standards
We warrant that the Services will be performed with reasonable skill and care by suitably qualified personnel. This is the only warranty we give. To the extent permitted by law, all other warranties, conditions and representations, whether express or implied by statute, common law or otherwise, are excluded.
Deliverables are recommendations and analysis. You retain full responsibility for any business decisions you make and for their outcomes.
9. Limitation of liability
Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be excluded or limited under applicable law.
Subject to the paragraph above:
- Neither party is liable for indirect, special, consequential or punitive losses, or for loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill or loss of data.
- Our total aggregate liability for any engagement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the fees actually paid by you to us under that engagement in the 12 months preceding the event giving rise to the claim.
- Each party must take reasonable steps to mitigate its losses.
You acknowledge that these limits are reasonable having regard to the nature and value of the Services and that our fees reflect the allocation of risk set out in these Terms (as contemplated by the Unfair Contract Terms Act 1977).
10. Indemnities
You agree to indemnify and hold Meridian harmless from and against any third-party claim arising from: (a) inaccurate or incomplete information you provided to us; (b) your use of our Deliverables outside the scope for which they were prepared; or (c) your breach of these Terms, except to the extent caused by our negligence or wilful default.
11. Term and termination
- Either party may terminate an engagement for convenience on 30 days’ written notice, unless the Engagement Letter states otherwise.
- Either party may terminate immediately for material breach that has not been remedied within 14 days of written notice.
- On termination you will pay all fees for Services performed and reasonable wind-down costs up to the effective date of termination.
- Clauses intended to survive termination (including confidentiality, intellectual property, liability, governing law) continue in force.
12. Force majeure
Neither party is liable for failure or delay caused by events outside its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, government action, strikes or failure of utilities or communications networks. The affected party must notify the other promptly and use reasonable endeavours to resume performance.
13. Data protection
Our processing of personal data is described in our Privacy Policy and, where applicable, the Data Processing Agreement attached to the Engagement Letter. By using the Services you agree to the processing described there.
14. Changes to these Terms
We may update these Terms from time to time. The current version applies to any use of the website or Services from the “Last updated” date shown above. For active engagements, changes to these Terms do not retroactively alter the commercial terms agreed in the Engagement Letter without mutual written agreement.
15. General
- Entire agreement. These Terms together with the applicable Engagement Letter constitute the entire agreement between the parties and supersede all prior discussions on the subject matter.
- Notices. Formal notices must be in writing and sent to the addresses in Clause 16 (for us) or to the address in your Engagement Letter (for you).
- Assignment.Neither party may assign or transfer these Terms without the other’s prior written consent, not to be unreasonably withheld. Meridian may assign to a successor in connection with a restructuring or sale of the business.
- Severability. If any provision is held unenforceable, the remaining provisions continue in force.
- No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.
- Third-party rights. Nothing in these Terms confers rights on any person other than the parties under the Contracts (Rights of Third Parties) Act 1999.
16. Governing law and jurisdiction
These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.
17. Contact
For questions about these Terms:
- Email: legal@meridiangroup.it.com
- Commercial: business@meridiangroup.it.com
- Billing: billing@meridiangroup.it.com