Terms & Conditions

1. About These Terms

These Terms and Conditions govern the relationship between Meridian Counsel ("we", "us", "our") and any individual or organisation ("you", "the client") who engages our advisory services or uses our website at meridiur.

By submitting an enquiry, entering into an engagement letter, or otherwise engaging our services, you confirm that you have read and accept these Terms. If you do not accept them, please do not proceed with any engagement.

2. Our Services

Meridian Counsel provides advisory services to senior business leaders and leadership teams. Our work is advisory and conversational in nature. We do not provide legal, financial, accounting, or regulatory advice, and nothing communicated by us should be construed as such.

The scope, duration, and fee for each engagement are confirmed in a written engagement letter prior to commencement. These Terms apply in addition to the terms of any engagement letter. In the event of a conflict, the engagement letter prevails.

All engagements are subject to our prior acceptance. We reserve the right to decline any engagement at our discretion, including where we identify a conflict of interest.

3. Fees and Payment

Fees are as set out in the relevant engagement letter, denominated in United States Dollars (USD) unless otherwise agreed in writing. All fees are exclusive of applicable taxes.

For project engagements (Board Preparation Engagement and Executive Onboarding Support), fees are invoiced in advance of the engagement commencing or on terms agreed in the engagement letter. For the Standing Conversation arrangement, fees are invoiced monthly at the start of each calendar month.

Payment is due within 14 days of the invoice date unless otherwise agreed in writing. We reserve the right to suspend services where payment is overdue by more than 14 days, without liability to you.

All fees paid in advance for project engagements are non-refundable once the engagement has commenced, except where we are in material breach of these Terms.

4. Confidentiality

We treat all information shared with us in the course of an engagement as strictly confidential. We will not disclose such information to any third party without your prior written consent, except where required by law or by order of a competent authority.

The confidentiality obligations in this section survive the termination of any engagement. Where a separate non-disclosure agreement is signed, its terms apply in addition to this section.

5. Intellectual Property

Any materials, documents, or written outputs produced specifically for you in the course of an engagement become your property upon full payment of the applicable fees. All pre-existing methodologies, frameworks, and intellectual property belonging to Meridian Counsel remain our property.

You may not reproduce, distribute, or share materials produced by us for use beyond your own organisation without our prior written consent.

6. Limitation of Liability

Our services are advisory in nature. Decisions made by you or your organisation on the basis of our advice remain entirely your responsibility. We do not accept liability for any loss, damage, or adverse outcome arising from your reliance on our advice.

To the fullest extent permitted by applicable law, our total liability to you in connection with any engagement shall not exceed the total fees paid by you to us in the twelve months preceding the event giving rise to the claim.

We shall not be liable for indirect, consequential, or punitive damages of any kind, regardless of the basis of the claim.

7. Termination

Either party may terminate a project engagement by written notice if the other party is in material breach and fails to remedy that breach within 14 days of receiving notice of it.

The Standing Conversation arrangement may be discontinued by either party with 30 days' written notice. The arrangement will continue through the notice period; the final month's fee is payable in full.

Upon termination, you remain liable for all fees for services rendered up to the date of termination.

8. Use of Website

You may use our website for lawful purposes only. You must not use it in any way that is unlawful, harmful, or disruptive, or that interferes with others' enjoyment of the site.

We do not warrant that the website will be continuously available, error-free, or free from viruses or other harmful content. We reserve the right to modify or withdraw the site without notice.

9. Data Protection

We handle personal data in accordance with our Privacy Policy and applicable Thai data protection law (PDPA). By engaging our services, you confirm that you have authority to share any personal data relating to your colleagues or representatives with us, and that such sharing is lawful.

10. Force Majeure

Neither party shall be liable for failure to perform its obligations where that failure results from circumstances beyond its reasonable control, including natural disasters, governmental action, pandemic, or failure of third-party infrastructure. If such circumstances persist for more than 30 days, either party may terminate the engagement by written notice.

11. Governing Law and Disputes

These Terms are governed by the laws of Thailand. Any dispute arising from or related to these Terms or any engagement shall first be referred to good-faith negotiation between senior representatives of both parties.

If the dispute cannot be resolved by negotiation within 30 days, it shall be submitted to the jurisdiction of the Thai courts, unless both parties agree in writing to an alternative dispute resolution mechanism.

12. General

• These Terms constitute the entire agreement between the parties on their subject matter, supplemented by any engagement letter.
• If any provision of these Terms is found to be unenforceable, it shall be severed and the remainder shall continue in full force.
• Our failure to enforce any provision does not constitute a waiver of our rights to do so in the future.
• These Terms may not be assigned by you without our prior written consent.

13. Contact

For any questions about these Terms:
Meridian Counsel
82 Soi Ekkamai 12, Khlong Tan Nuea, Watthana, Bangkok 10110
Email: [email protected]
Phone: +66 2 394 6281