Terms & Conditions

1. Definitions

In these Terms and Conditions:

"Service" refers to the advisory and consulting services provided by Meridian Quill, including but not limited to board advisory, assessment mapping, performance benchmarking, and related professional services.

"Client" or "You" refers to the organization or individual engaging Meridian Quill for services.

"We," "Us," or "Meridian Quill" refers to Meridian Quill, a business consulting firm registered in Malaysia.

"Engagement" refers to the formal consulting arrangement between Meridian Quill and the Client, as documented in an engagement letter or service agreement.

"Deliverables" refers to the reports, analyses, recommendations, and other materials produced during an engagement.

2. Acceptance of Terms

By accessing our website, submitting an inquiry, or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

If you are accepting these terms on behalf of an organization, you represent that you have the authority to bind that organization to these terms.

These terms apply to all users of our website and to all clients engaging our consulting services. If you do not agree with these terms, you should not use our website or engage our services.

3. Services Description

Meridian Quill provides professional business consulting services focused on governance, organizational assessment, and performance measurement. Our services include:

Board Advisory and Governance Design

Assessment Landscape Mapping

Performance Benchmarking Studies

Related advisory services as agreed in specific engagements

The specific scope, deliverables, timeline, and fees for each engagement are documented in a separate engagement letter or service agreement, which forms a binding contract between Meridian Quill and the Client.

Services are subject to availability. We reserve the right to decline engagements that present conflicts of interest or fall outside our areas of expertise.

4. Engagement Process

Initial Consultation: Engagements typically begin with an initial conversation to understand your needs and determine if our services are appropriate.

Scope Agreement: Before work begins, we provide a written engagement letter outlining the scope, deliverables, timeline, fees, and other terms specific to that engagement.

Service Delivery: We conduct the agreed-upon work according to the timeline specified in the engagement letter, maintaining regular communication throughout.

Deliverables: Upon completion, we provide finalized deliverables as specified in the engagement agreement.

Changes to scope, timeline, or fees require mutual written agreement. Additional work beyond the original scope may be subject to additional fees.

5. Fees and Payment

Fee Structure: Our services are typically offered on a fixed-fee basis as specified in the engagement letter. Fees are quoted in Malaysian Ringgit (RM).

Payment Terms: Payment terms are specified in each engagement letter. Typically, we require a deposit upon engagement commencement, with the balance due upon completion of deliverables.

Late Payment: Invoices are due within the timeframe specified. Late payments may be subject to interest charges as permitted by Malaysian law.

Expenses: Unless otherwise specified, our fees include ordinary business expenses. Significant travel or other expenses incurred at client request will be billed separately with prior approval.

All fees are exclusive of applicable taxes, which will be added to invoices as required by law.

6. Client Responsibilities

To enable effective service delivery, clients agree to:

Information Provision: Provide accurate, complete, and timely information necessary for the engagement. This includes access to relevant documents, data, and personnel as agreed in the scope.

Cooperation: Make key personnel available for interviews, meetings, and reviews as needed during the engagement.

Timely Feedback: Provide feedback on drafts and interim deliverables within agreed timeframes to avoid project delays.

Confidentiality: Maintain confidentiality of our methodologies, work product, and any proprietary information shared during the engagement.

Failure to fulfill these responsibilities may impact our ability to deliver services according to the agreed timeline and may require scope or fee adjustments.

7. Intellectual Property

Deliverables: Upon full payment, clients receive a non-exclusive license to use the deliverables produced during their engagement for internal business purposes.

Methodologies and Tools: Our analytical frameworks, methodologies, templates, and tools remain the intellectual property of Meridian Quill. Clients may not reproduce, distribute, or adapt these for use beyond their specific engagement without written permission.

Pre-Existing Materials: Any materials that existed prior to the engagement or that we use across multiple clients remain our property.

Clients may not present our work as their own creation or share deliverables with third parties without our prior written consent, except as necessary for implementation within their organization.

8. Confidentiality

Both parties agree to maintain strict confidentiality regarding information shared during engagements.

Our Obligations: We treat all client information as confidential and do not disclose it to third parties except as required by law or with your explicit written permission. Our team members are bound by professional confidentiality obligations.

Your Obligations: Clients agree not to disclose our methodologies, work processes, or proprietary information to third parties.

Exceptions: Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law.

Confidentiality obligations survive the termination of any engagement and continue indefinitely unless otherwise agreed in writing.

9. Professional Standards and Disclaimers

Professional Conduct: We conduct our work in accordance with applicable professional standards and ethical guidelines for business consulting in Malaysia.

Advisory Nature: Our services constitute professional advice and recommendations based on information available and analysis conducted during the engagement. Clients are responsible for decisions made based on our advice.

No Guarantees: While we strive to deliver high-quality work, we do not guarantee specific outcomes or results from implementation of our recommendations. Organizational outcomes depend on many factors beyond our control.

Not Legal or Accounting Advice: Unless explicitly stated, our services do not constitute legal advice, accounting services, or audit services. Clients should consult appropriate licensed professionals for such matters.

Our deliverables represent our professional judgment based on information available during the engagement. We are not responsible for decisions or outcomes resulting from incomplete information, changed circumstances, or factors outside our engagement scope.

10. Limitation of Liability

To the maximum extent permitted by Malaysian law:

Direct Damages: Our total liability for any claim arising from an engagement shall not exceed the fees paid for that specific engagement.

Indirect Damages: We shall not be liable for any indirect, consequential, special, or punitive damages, including lost profits, lost revenue, or business interruption, even if we have been advised of the possibility of such damages.

Time Limitation: Any claim arising from our services must be brought within one year of the completion of the engagement.

These limitations apply to all claims, whether based on contract, negligence, or other legal theory.

11. Termination

By Client: Clients may terminate an engagement by providing written notice. Upon termination, clients are responsible for payment of all work completed through the termination date plus any non-cancelable expenses.

By Meridian Quill: We may terminate an engagement if the client breaches these terms, fails to provide necessary information or cooperation, or if circumstances make continuation impractical or unethical.

Effect of Termination: Upon termination, we will provide work completed through the termination date. Confidentiality obligations and other provisions intended to survive termination remain in effect.

Termination does not relieve either party of obligations incurred prior to termination.

12. Dispute Resolution

Informal Resolution: In the event of any dispute, both parties agree to first attempt resolution through good faith discussions.

Mediation: If informal resolution is unsuccessful, parties agree to attempt mediation before pursuing formal legal action.

Governing Law: These terms are governed by the laws of Malaysia. Any legal action arising from these terms or our services shall be brought in the courts of Kuala Lumpur, Malaysia.

Both parties submit to the exclusive jurisdiction of these courts and waive any objection to venue or inconvenient forum.

13. Website Use

Permitted Use: You may access and use our website for legitimate business purposes, including learning about our services and contacting us.

Prohibited Activities: You may not use our website to transmit harmful code, attempt unauthorized access, scrape content, or engage in any activity that could damage or impair the website's functioning.

Content Accuracy: While we strive to maintain accurate website content, we make no warranties regarding completeness or currency of information presented.

We reserve the right to modify, suspend, or discontinue any aspect of our website at any time without notice.

14. Changes to Terms

We reserve the right to modify these Terms and Conditions at any time. Changes will be effective upon posting to our website with an updated effective date.

Material changes will be communicated to active clients via email. Continued use of our services after changes indicates acceptance of the modified terms.

Terms specific to individual engagements are governed by the engagement letter, which takes precedence over these general terms for matters specifically addressed in the engagement letter.

15. General Provisions

Entire Agreement: For each engagement, the engagement letter together with these Terms and Conditions constitute the entire agreement between the parties.

Severability: If any provision of these terms is found unenforceable, the remaining provisions remain in full effect.

Waiver: Failure to enforce any provision does not constitute a waiver of that provision or any other provision.

Assignment: Clients may not assign their rights or obligations under an engagement without our written consent. We may assign our rights to affiliates or successors.

Force Majeure: Neither party is liable for delays or failures in performance resulting from circumstances beyond reasonable control, including natural disasters, government actions, or similar events.

16. Contact Information

For questions regarding these Terms and Conditions, please contact:

Meridian Quill

33 Jalan Masjid India

50100 Kuala Lumpur

Malaysia

Email: [email protected]