CLIENT TERMS

These terms are between Meeri Systems Ltd (“Meeri”, “we”, “us”) and the business named in an accepted proposal or order (“Client”, “you”). Meeri is registered in England and Wales under company number 17339290, with registered office at 59 Wingrove Road, Newcastle upon Tyne, NE4 9BS.

You confirm that you obtain the services wholly or mainly for your trade, business, craft or profession and that the person accepting has authority to bind the Client. These standard terms are not intended for consumer purchases. Tell us before acceptance if that is not correct.

The agreement consists of: (1) the accepted proposal or order, including any special terms and service schedule; (2) the data-processing terms, where Meeri processes personal data for you; and (3) these client terms. If they conflict, that order of priority applies. A written change signed or clearly accepted by both parties can override the relevant document, except that no written change or other document can vary the rolling-monthly cancellation rights in section 16, which always prevail.

A contract forms when you accept a proposal through the stated electronic or written method, sign it, or pay an invoice that clearly refers to it. A purchase order does not replace these terms unless we expressly agree that in writing.

We will provide the deliverables and services described in the proposal with reasonable care and skill. Anything not included is outside scope. Either party may request a change, but it takes effect only when the impact on fees, timing, dependencies and ownership is agreed in writing.

Minor factual updates included in a care allowance do not roll over unless the proposal says otherwise. New pages, new integrations, redesigns, campaign work and material workflow changes are separately scoped.

You will, on time:

• provide accurate instructions, content, access, brand assets, legal notices and approvals;
• ensure that supplied material and your business activity are lawful, accurate and do not infringe another person's rights;
• appoint one authorised decision-maker and review work when requested;
• keep passwords and accounts secure, use multi-factor authentication where available and tell us promptly about suspected compromise;
• obtain any licences, permissions or sector approvals that apply to your business; and
• avoid sending special-category, criminal-offence, children's or other high-risk personal data unless a written processing assessment and scope expressly allow it.

We are not responsible for delay or extra work caused by missing, late, inaccurate or unlawful Client inputs. We may adjust the timetable and charge agreed additional fees where that happens.

Dates are estimates unless the proposal expressly labels a deadline as fixed. You will review a deliverable promptly and give one clear, consolidated response. A deliverable is accepted when you approve it or use it live. It is also treated as accepted where we have clearly told you it is ready for review, you have had reasonable access to inspect it, and you have not identified a specific material failure against the agreed scope within 5 working days of that notice.

Deemed acceptance does not remove your rights concerning defects that could not reasonably have been found during review, security problems, our continuing obligations under the agreement, or any liability that cannot legally be excluded. Invoices remain payable on the agreed payment schedule and do not depend on a review response being given. Preferences, new requirements and third-party platform changes are handled through change control.

Fees and payment dates are stated in the proposal or invoice. Unless the quotation or invoice expressly states another period, payment is due within 14 calendar days of the invoice date. Public website prices are guide prices until confirmed for your scope. A price displayed as “No VAT to add” means Meeri is not charging VAT on that price at the date displayed. If VAT becomes legally chargeable, the proposal or invoice will state it clearly.

Domains, email licences, payment fees, mapping usage, premium software, stock assets, advertising and other third-party charges are included only if the proposal says so. We will identify known charges before commitment, but a provider may change its price or terms. You are responsible for charges in Client-owned accounts.

Meeri does not charge interest or late-payment fees of its own. Nothing in this section waives rights, remedies or obligations that arise under law, and any mandatory legal requirement about late payment applies to the extent required. If a material business invoice remains overdue, we may give reasonable notice and pause work or suspend a managed service until the overdue amount is paid. Fees already due remain payable, and agreed third-party costs or licence charges continue where they cannot reasonably be cancelled.

We will not deliberately retain a Client-owned domain as leverage. Suspension may still affect hosting, support, licensed software or other services supplied through Meeri.

You retain ownership of Client materials, data, trademarks and accounts. After full payment, Meeri assigns to you the copyright it owns in bespoke website design, page copy and front-end deliverables created solely for and identified in your proposal. This assignment is subject to third-party licences and excludes Meeri Background Materials.

“Background Materials” include our pre-existing or reusable methods, templates, components, know-how, system architecture, libraries and booking or quote software. Meeri retains those materials and grants the Client a non-exclusive, non-transferable licence only to the extent and for the period needed to use the paid deliverable. Open-source and third-party material remains under its own licence.

Your domain, business email, business profiles and Client-owned provider accounts should be registered in your name wherever practical. Meeri's hosted booking or quote software is licensed only while the relevant managed service is active. The proposal must identify any different ownership arrangement.

• Professional websites: the agreed website build plus the stated care package. Routine hosting, maintenance, monitoring and the stated factual-update allowance are included; search campaigns, new pages and material redesigns are not.
• Conversion Booking System: the agreed website and managed booking or quote workflow. The recurring service covers the licensed system, hosting, monitoring, maintenance, support and agreed small-change allowance. Payment, mapping, messaging and other usage fees are separate unless expressly included.
• Google and AI visibility: the written schedule controls the locations, pages, profiles, technical work, content, checks and reporting included. A website care plan does not include ongoing profile management or search campaigning.

Project-specific security, accessibility, retention, integration and support requirements must be written into the proposal where they are important to the Client.

Search engines, AI assistants, directories, social platforms, payment providers and other third parties control their own systems and may change, reject, suspend, rank, quote or display content without notice. Meeri will perform the agreed work with reasonable care and skill. Rankings, inclusion in an AI answer, traffic, enquiries, calls, bookings, revenue and uninterrupted third-party availability are never guaranteed and depend on systems Meeri does not control.

Performance examples and case studies describe the work and verifiable circumstances shown; they are not a promise that another business will achieve the same outcome.

Each party will comply with applicable UK data-protection law for the personal data it controls. Where Meeri processes personal data only on your documented instructions, the data-processing terms apply and form part of the agreement.

You are responsible for your lawful basis, customer-facing privacy information, data accuracy and instructions. We will help identify the practical data flow, but we do not act as your legal adviser or take responsibility for a Client's undisclosed processing.

Each party will protect the other's non-public business, technical and commercial information, use it only for the agreement and disclose it only to people who need it and are bound by confidentiality. This does not cover information already lawfully known, public without breach, independently developed or required by law to be disclosed.

Meeri will not place Client confidential information or personal data into a public generative-AI service for model training. If an AI-assisted tool is proposed for Client work, we will use proportionate access settings and human review, and identify material project-specific data use where required.

We use proportionate measures for the agreed service, including controlled access, encrypted connections, managed infrastructure and recovery arrangements. Unless a proposal states a specific recovery commitment, backups are a resilience measure rather than an archive and cannot guarantee restoration of every recent change.

Each party will notify the other promptly of a security incident relevant to the service and cooperate reasonably. You remain responsible for independent copies of irreplaceable Client content and exports, and for security of Client-controlled devices and accounts.

You will reimburse Meeri for losses, damages, liabilities and reasonable legal costs finally awarded or agreed in settlement of a third-party claim that Client-supplied content, instructions or business activity infringes intellectual-property, privacy or other legal rights, provided we notify you promptly, allow you reasonable control of the defence and do not settle without your consent. This does not apply to the extent the claim was caused by Meeri's unauthorised change or misuse.

Nothing in the agreement limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982, or anything else that cannot lawfully be limited.

Subject to that, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business, anticipated saving, goodwill or opportunity. Meeri is not liable for a third-party platform failure outside its reasonable control, Client instructions or material, or a Client's failure to maintain required access, permissions or backups.

Subject to the exclusions above, Meeri's total aggregate liability arising out of or in connection with an agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the total fees paid or payable by the Client for the affected service in the 12 months immediately preceding the event giving rise to the claim — or, where that service has existed for less than 12 months, the fees paid or payable for it since it began. A series of connected events counts as one event. The parties agree that this allocation is reasonable in light of the fees, service scope and Client responsibilities. Payment obligations and the Client material claim in section 14 are not reduced by this cap.

Monthly services run on a rolling monthly basis with no minimum term and may be ended by either party on 30 calendar days' written notice. The notice period starts when the written notice is received, including outside business hours or on a non-business day. Service and the applicable fees continue through the notice period, and there is no cancellation fee. Where a billing period runs past the service end date, the final charge is apportioned to that date and any amount already paid for time after it is refunded — notice is never extended because of a billing date. Notwithstanding section 02, no proposal, quotation, invoice, service schedule or other document — including any written change, amendment, variation or collateral document, even one signed or clearly accepted by both parties — can create a minimum term, extend this notice period, delay when notice begins, or otherwise vary these rolling-monthly cancellation rights; an annual prepayment, if ever offered, is a payment arrangement only and unused prepaid time beyond the effective end date is refunded. A one-off project cancelled after work starts remains payable for documented work performed and unavoidable Client-approved third-party commitments; any genuine overpayment is refunded after the final account.

Either party may terminate an agreement for a material breach capable of remedy that is not remedied within 14 calendar days after written notice of it. We may suspend or terminate immediately, in a proportionate way, where a breach cannot be remedied, continued service would be unlawful, infringe rights or create an urgent security or data-protection risk, or where insolvency or repeated non-payment materially threatens performance.

The fuller handover and refund position is summarised in our cancellation and exit policy.

After termination and payment of amounts due, we will provide agreed Client-owned deliverables and a reasonable export of Client data held in a managed system. Standard handover is included only to the extent stated in the proposal; migration, rebuilding or extensive support may be separately charged. Meeri licences, managed hosting and booking or quote software stop at the end of the service.

We will delete or return personal data as set out in the data-processing terms, subject to legal retention and secure backup cycles. Provisions intended to continue—including payment, ownership, confidentiality, data protection, liability and dispute terms—survive termination.

Neither party is liable for delay caused by an event beyond reasonable control, but must mitigate and keep the other informed. Neither party may transfer the agreement without written consent, not to be unreasonably withheld, except Meeri may use suitable subcontractors and either party may transfer it as part of a genuine sale of its business, subject to continued obligations.

Notices about breach or termination must be sent by email to the project contact and, for Meeri, to hq@meerisystems.co.uk. If any provision is unenforceable, the rest remains effective. Delay in enforcing a right is not a waiver. No third party has rights under the Contracts (Rights of Third Parties) Act 1999.

The agreement and any non-contractual dispute are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, except where the parties agree another dispute process in writing.