Legal · Terms
Please read these Terms carefully. By engaging Meridian Circle's services, submitting an application, or using this website, you agree to be bound by these Terms of Service. These Terms constitute a legally binding agreement governed by the laws of Saskatchewan, Canada.
These Terms of Service ("Terms") govern the relationship between Meridian Circle Group Inc., a Saskatchewan corporation headquartered in Saskatoon, Saskatchewan ("Meridian Circle", "we", "us", or "our") and any individual, business, or entity ("Client", "you", or "your") that engages our services, accesses our website, or enters into a service agreement with us.
Meridian Circle provides digital marketing, lead generation, business networking facilitation, and affiliate marketing services. The specific scope, deliverables, timelines, and fees for each engagement are set out in a separate written Service Agreement or Statement of Work executed between the parties.
These Terms apply to all engagements and are incorporated by reference into every Service Agreement. In the event of conflict, the specific Service Agreement governs.
Meridian Circle reserves the right to decline any application or engagement at our sole discretion, without obligation to provide reasons. Submission of an application does not create a contractual obligation on Meridian Circle's part.
All fees are set out in the applicable Service Agreement. Unless otherwise stated, all amounts are in Canadian dollars (CAD) and are exclusive of applicable taxes.
The Client is responsible for all applicable federal and provincial taxes, including GST/HST, on amounts invoiced by Meridian Circle. Meridian Circle's GST/HST number will be included on all applicable invoices.
Unless otherwise agreed in writing, invoices are due within 14 days of the invoice date. Overdue amounts bear interest at 2% per month (24% per annum) compounded monthly, from the due date until paid in full.
If you dispute any portion of an invoice, you must notify us in writing within 7 days of the invoice date, specifying the amount in dispute and the reason. Undisputed portions remain due on their original terms.
Meridian Circle reserves the right to suspend services if any undisputed amount remains unpaid more than 30 days past due, without liability for any resulting loss or delay.
To enable Meridian Circle to deliver services effectively, the Client agrees to:
Delays or failures caused by the Client's failure to meet these obligations may affect timelines and deliverables. Meridian Circle will not be liable for such delays.
The Client retains all ownership rights to materials, data, brand assets, and content provided to Meridian Circle. The Client grants Meridian Circle a limited, non-exclusive licence to use such materials solely to perform the contracted services.
Upon receipt of full payment, Meridian Circle assigns to the Client all intellectual property rights in custom deliverables created specifically for the Client under a Service Agreement, except for any underlying tools, methodologies, templates, or pre-existing works developed independently by Meridian Circle ("Background IP"). Meridian Circle retains all rights in Background IP.
The Meridian Circle name, logo, website, and all associated intellectual property are the exclusive property of Meridian Circle Group Inc. Nothing in these Terms grants any licence to use our brand or materials without prior written consent.
Unless expressly restricted in writing, Meridian Circle may reference the Client's name and the general nature of services provided for portfolio, case study, and marketing purposes. We will not disclose confidential business information without consent.
Both parties acknowledge that in the course of engagement, each may receive confidential information of the other ("Confidential Information"), including business strategies, client lists, pricing, financial data, proprietary methods, and technical information.
Each party agrees to: (a) hold the other's Confidential Information in strict confidence; (b) use it only for the purposes of the engagement; (c) not disclose it to any third party without prior written consent, except to employees or contractors who need to know and are bound by equivalent obligations.
These obligations survive the termination of any Service Agreement for a period of three (3) years, and indefinitely with respect to trade secrets.
Digital marketing, lead generation, and networking involve inherent uncertainty. Meridian Circle does not warrant or guarantee specific outcomes, revenues, rankings, lead volumes, conversion rates, or business results. We commit to professional, good-faith execution of all agreed strategies and deliverables.
To the fullest extent permitted by applicable law: Meridian Circle's total aggregate liability to the Client for any claim arising out of or related to these Terms or any Service Agreement — whether in contract, tort, statute, or otherwise — shall not exceed the total fees paid by the Client to Meridian Circle in the three (3) months immediately preceding the event giving rise to the claim.
Meridian Circle shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, loss of data, loss of business opportunity, or reputational harm, even if advised of the possibility of such damages.
These limitations reflect a reasonable allocation of risk between sophisticated commercial parties and are a fundamental basis of the bargain between the parties.
The Client agrees to defend, indemnify, and hold harmless Meridian Circle Group Inc., its officers, directors, employees, contractors, and agents from and against any claims, damages, losses, penalties, and expenses (including reasonable legal fees) arising out of or relating to:
These Terms remain in effect for the duration of any active Service Agreement and continue to apply to obligations that survive termination.
Either party may terminate a Service Agreement for convenience upon 30 days' written notice. The Client remains responsible for all fees earned and expenses incurred by Meridian Circle through the effective date of termination.
Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within 14 days of written notice; (b) becomes insolvent, makes an assignment for the benefit of creditors, or is subject to insolvency proceedings; or (c) engages in fraudulent, illegal, or grossly negligent conduct.
Upon termination, all outstanding fees become immediately due and payable. Each party will return or destroy the other's Confidential Information upon request. Provisions that by their nature should survive termination — including confidentiality, IP ownership, limitation of liability, indemnification, and governing law — will continue in full force.
The parties commit to resolving any dispute arising under these Terms through good-faith negotiation as a first step. Either party may initiate this process by providing written notice describing the nature and details of the dispute.
If a dispute is not resolved through negotiation within 30 days, the parties agree to submit the matter to non-binding mediation administered by a mutually agreed mediator in Saskatoon, Saskatchewan, before pursuing any other remedy.
If mediation does not resolve the dispute, either party may pursue their legal remedies. The parties irrevocably consent to the exclusive jurisdiction of the courts of Saskatchewan for the resolution of any such dispute.
These Terms and any Service Agreement are governed exclusively by the laws of the Province of Saskatchewan and the federal laws of Canada applicable therein, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
These Terms, together with any applicable Service Agreement, constitute the entire agreement between the parties with respect to its subject matter and supersede all prior representations, negotiations, and agreements.
We may update these Terms from time to time. Material changes will be communicated to active clients with at least 30 days' notice. Continued engagement following notice of changes constitutes acceptance.
If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force and effect.
Failure to enforce any provision of these Terms on one occasion shall not constitute a waiver of that provision or any other right.
Neither party shall be liable for delays or failures in performance caused by events beyond their reasonable control, including natural disasters, government actions, pandemics, or telecommunications failures, provided the affected party gives prompt written notice and uses reasonable efforts to mitigate the impact.
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or franchise relationship between the parties.
All formal notices under these Terms must be in writing and delivered by email to the addresses set out in the applicable Service Agreement, or to hello@meridiancircle.ca, and are deemed received on the next business day following transmission.
Meridian Circle Group Inc.
Saskatoon, Saskatchewan, Canada
Email: hello@meridiancircle.ca
Legal inquiries: legal@meridiancircle.ca