Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") govern your access to and use of the website at meridiancorporate.digital and, to the extent they are incorporated by reference into an engagement letter, the professional services provided by Meridian Corporate Events ("Meridian", "we", "us" or "our").

By accessing the website, submitting a form, or signing an engagement letter, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity.

2. Our Services

Meridian provides corporate event planning, design, production and on-site management services, including but not limited to corporate events, team building programs, holiday parties, product launches and conferences. The exact scope of any engagement is defined in the engagement letter or statement of work signed by both parties.

We reserve the right to modify, suspend or discontinue any part of the website or our services at any time without notice. We are not liable to you or any third party for any such modification, suspension or discontinuation.

3. Quotes and Fees

All pricing information on the website is provided for general guidance only. Binding pricing is issued in writing in the form of a quote, engagement letter or statement of work, and is valid for 30 days from issue unless otherwise stated.

Meridian's fees are based on one of two models:

• Flat planning fee, scoped against the deliverables listed in the engagement letter.
• Percentage of spend, typically between 12 and 18 percent of total event spend, as specified in the engagement letter.

Vendor invoices are passed through at cost unless the engagement letter specifies otherwise. Any management fee charged on a specific specialty service is disclosed as a separate line item.

4. Client Obligations

To allow us to deliver the engagement on schedule and to budget, you agree to:

• Provide complete and accurate information about your organization, event objectives, headcount, budget and any known constraints
• Nominate a single point of contact with authority to make decisions on the client's behalf
• Respond to requests for approvals, content or sign-off within the timeframes specified in the engagement letter
• Ensure that any content, materials or guest data you provide do not infringe the rights of any third party
• Comply with all applicable laws and regulations relating to your event, including licensing, insurance and safety requirements

Where delays or additional costs arise from the client's failure to meet these obligations, Meridian reserves the right to adjust the timeline and, where reasonable, to invoice for additional work.

5. Payment Terms

Unless otherwise specified in the engagement letter, payment terms are as follows:

• Planning fees. 40 percent on contract signature, 40 percent at the midpoint of production and 20 percent within 30 days of the event.
• Vendor and venue deposits. Payable upon request to secure the relevant vendor, and paid directly to the vendor unless otherwise specified.
• Final reconciliation. Any balance due, including overages and approved change orders, is invoiced within ten business days after the event and payable within 30 days.

Invoices more than 30 days past due may be subject to a late fee of 1.5 percent per month. Where a payment is significantly overdue, Meridian may suspend work and, in extreme cases, terminate the engagement.

6. Cancellation and Rescheduling

Cancellation and rescheduling terms are specified in each engagement letter. In the absence of specific terms, the following applies:

• Cancellation more than 90 days before the event. Planning fee refundable on a graduated basis, less any work completed to date. Vendor cancellation fees flow through to the client.
• Cancellation between 30 and 90 days before the event. 50 percent of the planning fee is retained. Vendor cancellation fees flow through to the client.
• Cancellation less than 30 days before the event. The full planning fee is retained. Vendor cancellation fees flow through to the client.

Rescheduling requests are handled on a case-by-case basis and depend on venue and vendor availability. Where a reschedule is possible, we will reissue affected quotes and adjust the timeline.

7. Intellectual Property

7.1 Our content

All content on the website, including text, graphics, images, logos, design and code, is owned by Meridian or its licensors and is protected by copyright and trademark law. You may not reproduce, distribute, modify or create derivative works from this content without our prior written permission.

7.2 Deliverables

Upon full payment of all fees, we assign to you all rights in the specific deliverables we create for your event, including run-of-show documents, design files and photo/video assets produced by our team. Our underlying methodologies, templates, tools and internal processes remain our property.

7.3 Portfolio use

Unless otherwise agreed in writing, we may reference the client's name and describe the engagement in general terms in our portfolio and case studies. Any photography or specific details shared publicly require the client's prior written approval.

8. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in the course of an engagement, including business plans, budgets, guest lists and unreleased product information. This obligation survives the end of the engagement for a period of five years, except where an NDA with a longer term is signed.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach of these Terms; (b) was already known to the receiving party; (c) is independently developed without use of the disclosed information; or (d) is required to be disclosed by law or court order.

9. Warranties and Disclaimers

Meridian warrants that our services will be performed in a professional and workmanlike manner consistent with industry standards. This is our only warranty with respect to the services.

Except as expressly stated above, the website and our services are provided on an "as is" and "as available" basis without warranties of any kind, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the website will be uninterrupted, error-free or secure.

10. Limitation of Liability

To the maximum extent permitted by law, Meridian's aggregate liability arising out of or relating to any engagement or use of the website shall not exceed the total planning fees actually paid by the client under the applicable engagement letter.

In no event shall Meridian be liable for any indirect, incidental, special, consequential or punitive damages, including loss of profits, loss of business, loss of reputation or loss of data, whether based in contract, tort or any other legal theory, even if we have been advised of the possibility of such damages.

This limitation does not apply to: (a) fraud or willful misconduct; (b) death or personal injury caused by our negligence; or (c) any liability that cannot be limited under applicable law.

11. Indemnification

You agree to indemnify, defend and hold harmless Meridian, its officers, employees, contractors and agents from and against any claims, liabilities, damages, losses and expenses (including reasonable legal fees) arising out of or in any way connected with:

• Your breach of these Terms or any engagement letter
• Your violation of any law or the rights of any third party
• Content or materials you provide to us for use in an event
• Any claim by an attendee, guest or third party arising from your event, except to the extent caused by our negligence or willful misconduct

12. Force Majeure

Neither party shall be liable for any delay or failure to perform under these Terms or an engagement letter to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, pandemics or public health emergencies, or widespread failure of transportation, power or communications infrastructure. Where a force majeure event continues for more than 60 days, either party may terminate the engagement with written notice.

13. Governing Law

These Terms and any engagement entered into with Meridian shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law principles. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in Cook County, Illinois for any dispute arising out of or relating to these Terms or the services, except where prohibited by mandatory law.

Before initiating any legal proceeding, the parties agree to attempt to resolve the dispute in good faith through direct discussion for a period of at least 30 days.

14. Changes to These Terms

We may revise these Terms from time to time. When we make material changes, we will update the "Last updated" date at the top of this page. Your continued use of the website or services after changes are posted constitutes acceptance of the revised Terms. For active engagements, the version of these Terms incorporated into the engagement letter at signature governs that engagement.

15. Contact Us

If you have questions about these Terms, please contact our legal team.