1. Services

Meridian provides digital services including, but not limited to, website development, landing page design, campaign and lead setup, digital strategy, and ongoing digital management. The specific scope of services for each project will be defined in a written Statement of Work (SOW) or project proposal agreed upon by both parties prior to commencement.

We reserve the right to decline any project at our sole discretion.

2. Engagement and Acceptance

An engagement is formed when the Client provides written acceptance of a project proposal or Statement of Work issued by Meridian. Written acceptance includes email confirmation, electronic signature, or payment of a deposit. These Terms apply to all engagements and form part of the contract between Meridian and the Client.

3. Fees and Payment

All fees are quoted in Australian Dollars (AUD) and are exclusive of GST (where applicable). The following payment structure applies unless otherwise specified in writing:

·      A deposit of 50% of the total project fee is required before work commences

·      The remaining 50% is due upon project completion and prior to final delivery or go-live

·      For larger projects, a milestone-based payment schedule will be specified in the SOW

Invoices are due within 7 days of issue unless otherwise agreed in writing. Overdue invoices may attract a late payment fee of 1.5% per month on the outstanding amount. Meridian reserves the right to pause work on any project where payment is overdue.

4. Change Requests

Any changes to the agreed scope of work must be requested in writing. Meridian will assess the request and provide a written variation quote. Work on any variation will not commence until the Client provides written approval and, where applicable, payment of an additional deposit. Changes to scope may affect project timelines.

5. Client Responsibilities

The Client agrees to:

·      Provide all required content, materials, credentials, and approvals in a timely manner

·      Ensure that all materials provided (including logos, images, text, and data) do not infringe any third-party intellectual property rights

·      Designate a single point of contact for approvals and communications

·      Review and provide feedback on deliverables within the timeframes specified in the SOW

·      Pay all invoices by the due date

Delays caused by the Client's failure to meet these responsibilities may extend the project timeline. Meridian is not liable for delays caused by the Client.

6. Intellectual Property

Upon receipt of full payment for a project, Meridian assigns to the Client all intellectual property rights in the final deliverables created specifically for that project.

Meridian retains ownership of:

·      All pre-existing intellectual property, tools, frameworks, and methodologies used in the delivery of services

·      Any work product, deliverables, or materials for which full payment has not been received

·      General knowledge, skills, and experience acquired during the project

The Client warrants that all materials provided to Meridian are owned by or licensed to the Client, and that their use will not infringe any third-party rights. The Client indemnifies Meridian against any claim arising from such materials.

Meridian reserves the right to display completed work in its portfolio unless the Client requests otherwise in writing prior to project commencement.

7. Confidentiality

Both parties agree to keep confidential any proprietary, sensitive, or non-public information shared during the engagement ('Confidential Information'). This obligation does not apply to information that is publicly available, already known to the recipient, or required to be disclosed by law. This confidentiality obligation survives termination of the engagement.

8. Warranties and Representations

Meridian warrants that:

·      Services will be performed with reasonable care and skill

·      Deliverables will substantially conform to the agreed SOW

·      Meridian has the right to provide the services and assign the deliverables as described in these Terms

Meridian does not warrant that services will be uninterrupted or error-free, or that specific business outcomes (such as increased traffic or revenue) will be achieved. Results depend on many external factors beyond Meridian's control.

9. Limitation of Liability

To the maximum extent permitted by law, Meridian's total liability to the Client for any claim arising from or related to these Terms or our services — whether in contract, tort (including negligence), statute, or otherwise — is limited to the total fees paid by the Client to Meridian in the 12 months preceding the claim.

Meridian is not liable for any indirect, incidental, special, consequential, or punitive loss or damage, including loss of profits, revenue, data, goodwill, or business opportunity, even if advised of the possibility of such loss.

Nothing in these Terms limits liability that cannot be excluded by law, including under the Australian Consumer Law.

10. Australian Consumer Law

Our services come with guarantees that cannot be excluded under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)). If a service fails to meet a consumer guarantee, you are entitled to a remedy. These Terms do not exclude, restrict, or modify any rights you have under the Australian Consumer Law.

11. Termination

Either party may terminate the engagement by providing written notice. The following applies upon termination:

·      The Client will be invoiced for all work completed up to the date of termination, calculated on a pro-rata basis against the agreed project fee

·      The initial deposit is non-refundable if work has commenced

·      Meridian will deliver all completed work to the Client upon receipt of final payment for work completed

·      Any outstanding amounts become immediately due and payable upon termination

Meridian may terminate immediately and without notice if the Client breaches these Terms and fails to remedy the breach within 7 days of written notice, or if the Client becomes insolvent or enters administration.

12. Dispute Resolution

In the event of a dispute arising from or relating to these Terms or our services, the parties agree to attempt to resolve the matter in good faith through direct negotiation within 14 days of written notice of the dispute.

If the dispute is not resolved through negotiation, the parties agree to refer the matter to mediation before commencing legal proceedings, unless the matter involves urgent injunctive relief. The costs of mediation shall be shared equally unless otherwise agreed.

Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction.

13. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia.

14. Subcontracting

Meridian may engage subcontractors or third-party service providers to assist in delivering services. Meridian remains responsible for the performance of any subcontractor and will ensure appropriate confidentiality and quality obligations are in place.

15. Force Majeure

Meridian is not liable for any failure or delay in performance caused by circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemic, government action, power outages, or failure of third-party services. Meridian will notify the Client as soon as practicable of any such event.

16. Entire Agreement

These Terms, together with any agreed Statement of Work or project proposal, constitute the entire agreement between Meridian and the Client with respect to the subject matter, and supersede all prior discussions, representations, and agreements. In the event of any inconsistency between these Terms and a Statement of Work, the Statement of Work will prevail to the extent of the inconsistency.

17. Amendments

Meridian may update these Terms from time to time. Updated Terms will be posted on our website at www.meridiandigitalx.com. Continued engagement of our services after any update constitutes acceptance of the revised Terms. We will endeavour to notify active clients of material changes by email.

18. Severability

Meridian is not liable for any failure or delay in performance caused by circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemic, government action, power outages, or failure of third-party services. Meridian will notify the Client as soon as practicable of any such event.

19. Severability

A party's failure to enforce any right under these Terms does not constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.

Contact: Meridian Digital Services Pty Ltd  |  ABN 28 697 217 155  |  support@meridiandigitalx.com  |  www.meridiandigitalx.com