Terms of Service

Agreement to These Terms

These Terms of Service govern the use of the website at meridianbd.autos and the delivery of services by MeridianBD LLC. By visiting the website, sending an enquiry, accepting a proposal or allowing an engagement to begin, you agree to these terms to the extent they apply to you. If you do not agree, please do not use the website and do not engage the watchroom.

Where a signed engagement letter, statement of work or data processing agreement sets terms that differ from these terms, the signed document controls for that engagement. These terms fill the gaps and set the standing rules that apply to all work unless varied in writing.

Definitions

In these terms, the Company means MeridianBD LLC. The watchroom means the practice operated by the Company through its named watchkeepers. The Client means the organisation or person that engages the Company. The Services means the computer integrated systems design, observation, audit, escalation and handover work described on the Services page and in any proposal. A Deliverable means a bearing sheet, sighting log, audit report, correction note, handover brief or other written material prepared by the Company for the Client.

A Round means a recurring escalation session. A Session means any scheduled working period, whether held at the desk, remotely or on site. Business day means Monday to Friday, excluding public holidays observed in the State of Utah. A Proposal means a written offer from the Company that describes scope, fee and timing.

The Company

MeridianBD LLC is a company registered in the United States, operating from the following business address:

The Company can be reached at escalate@meridianbd.autos or by telephone on +15512998215. Notices relating to an engagement should be sent to that address and to the named watchkeeper.

The Services

The Company provides six kinds of service: Bearing Check Desk, Escalation Ladder Rounds, Sighting Log Weeks, Azimuth Audit Days, Drift Correction Sessions and Handover Brief Nights. These are described on the Services page. The description there is general. The proposal for a particular engagement states exactly what is included, how long it will take, what the Company will deliver and what the fee will be.

The Company does not sell software licences, cloud subscriptions or hardware, and does not act as a reseller of any vendor product. The Company does not provide legal, tax or regulated financial advice. Where an audit finding touches a matter that needs a licensed professional, the Company will say so and will not proceed beyond the boundary of its competence.

Where a Client asks for work outside the agreed scope, the Company may agree to it in writing and adjust the fee and timing accordingly. Work that is not agreed in writing is not part of the engagement.

Engagement and Proposals

A Proposal is valid for thirty days from the date it is issued unless it states otherwise. An engagement begins when the Client accepts the Proposal in writing and, where the Proposal requires it, pays any deposit. The Company may decline an engagement for any lawful reason, including a conflict of interest, a lack of capacity in the audit season, or a concern that the proposed work cannot be delivered with the care the method requires.

The Client appoints a single contact person with authority to give instructions and to approve changes. The Company appoints a named watchkeeper who is accountable for the engagement and who signs the handover brief. Where a second watchkeeper is assigned, both names appear in the engagement record.

Scheduling is agreed in good faith. Sessions that cannot be held because the Client cancels with less than two business days of notice may be charged in full, because the watchroom holds the time exclusively and cannot refill it at short notice. The Company will offer a replacement date where capacity allows and will not charge twice for time that is actually used.

Fees and Payment

Fees are stated in the Proposal in United States dollars unless another currency is agreed in writing. Fees are based on the fixed scope in the Proposal, and where a day rate or session rate is quoted the Company will not exceed the stated number of days or sessions without written agreement.

Invoices are payable within fourteen days of the invoice date unless the Proposal states different terms. Where an engagement exceeds a value set in the Proposal, the Company may invoice in stages, normally at the end of the bearing check, at the end of the observation or audit phase, and on delivery of the handover brief.

Late payment may attract interest at the rate permitted by law. The Company may suspend work while an undisputed invoice remains overdue by more than thirty days, and will tell the Client in writing before doing so. Travel and accommodation for on site work are quoted in advance and are not added as a surprise.

Fees are exclusive of any sales, use or value added tax that applies. The Client is responsible for any such tax, and where the Company is required to collect it the amount will appear on the invoice.

Client Duties

The Client agrees to provide accurate information about the systems in scope, to make the people who run those systems available for sessions, and to nominate a contact with the authority to approve changes. The Client agrees to tell the Company about anything that could affect the safety of the work, including live faults, planned outages and any restriction on access.

The Client agrees to review Deliverables within ten business days of receipt and to raise any concern in writing. A Deliverable that has not been questioned within that period is treated as accepted, without prejudice to any later question raised in good faith.

Where a Client instructs the Company to take a particular approach that the Company has advised against in writing, the Client carries the risk of that approach. The Company will record the advice and the instruction in the engagement record so that the position is clear to anyone reading it later.

Access to Client Systems

Where the Client provides access to live systems, the Company will use the least access necessary for the task. Access is granted to named individuals, is time limited, and is revoked when the session ends. The Company will not create shared accounts and will not keep credentials after an engagement closes unless the Client expressly asks for an ongoing arrangement and the credentials are held in a password manager agreed by both parties.

During observation work the Company will not change configuration. Where the Client asks the Company to make a change, the change is made under the Drift Correction Sessions service, with a written rollback note prepared before the change is attempted. The Client remains responsible for backups and for any change advisory process it operates internally.

The Client warrants that it has the right to give the access it gives. Where a third party system is in scope, the Client confirms that the third party has been notified and that the access is permitted by any agreement with that third party.

Confidentiality

Each party will keep the confidential information of the other party confidential and will use it only for the purposes of the engagement. Confidential information includes system configurations, business processes, client lists, pricing and any material marked as confidential, whether or not it is marked.

Confidential information does not include information that is or becomes public through no breach of these terms, information that the receiving party already held lawfully before the engagement, or information that the receiving party is required to disclose by law. Where disclosure is required by law, the party subject to the requirement will give the other party notice where it is lawful to do so, and will disclose only what is required.

The Company may describe an engagement in general terms for its own record, such as the sector and the type of service, but will not identify the Client or describe its systems without written permission. The Company does not publish case studies that reveal client detail unless the Client has approved the text.

These obligations continue for five years after the engagement ends, and indefinitely for trade secrets.

Intellectual Property

The Company retains ownership of its method, its templates, its ladder structure, its internal tools and the general know how used to deliver the Services. The Client receives a perpetual, non exclusive, royalty free licence to use the Deliverables for its own internal business purposes, including sharing them with auditors and successor teams.

The Client retains ownership of its own data, systems and documentation. Nothing in these terms transfers ownership of Client material to the Company. The Company may keep a copy of Deliverables as described in the retention section of the Privacy Policy and in the engagement documents.

The content of the website is owned by the Company or licensed to it. You may read the site and print pages for your own reference. You may not republish the content commercially without written permission.

Deliverables and Records

Deliverables are written in plain English and delivered in formats that do not require a subscription to open. The Company will deliver the handover brief folder on the final night of an engagement, or within five business days after it if a technical constraint prevents delivery on the night.

The Company will keep the engagement record for the retention period agreed with the Client, which is normally one year after the handover brief night. The Client is responsible for archiving its own copies after that period. Where the Client asks the Company to hold the record longer, the Company will do so for an agreed storage fee or as part of an ongoing arrangement.

If the Company becomes aware of an error in a Deliverable, it will correct the record and tell the Client. Corrections are dated and the original finding is preserved so that the record shows what changed and why.

Independence and Conflicts

The Company does not accept commission, referral fees or other payment from vendors whose products appear in its findings. This rule exists so that a recommendation cannot be influenced by a commercial relationship. Where a real or potential conflict arises, the Company will disclose it in writing before the engagement begins and will decline the engagement where the conflict cannot be managed.

The Company does not engage in the resale of hardware, software or cloud services. Where a Client asks the Company to procure a product, the Company will decline and will explain where the purchase should be made directly.

Warranties and Disclaimers

The Company warrants that the Services will be performed with reasonable skill and care by suitably experienced people, in line with the method described in the Proposal and on the Services page. The Company warrants that Deliverables will reflect the evidence available at the time of writing and that findings will not be overstated.

The Company does not warrant that a system will be free of faults after an engagement, that an audit will find every issue, or that a correction will prevent a future incident. An audit is a sample. A sighting log is an observation of a particular week. A watchroom reports what it sees and records the limits of its seeing, and it cannot promise that a system will never fail.

The website is provided on an as is basis. The Company takes care to keep it accurate and available but does not warrant uninterrupted access or freedom from error. The Company may change the content of the website at any time.

Limitation of Liability

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for any other liability that cannot be limited by law.

Subject to that, the total liability of the Company arising out of or in connection with an engagement is limited to the fees paid by the Client for that engagement in the twelve months before the event giving rise to the claim. The Company is not liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of data that the Client could have avoided by taking a backup, or loss of goodwill.

The Company is not liable for a failure that results from a decision the Client made against written advice, from inaccurate information supplied by the Client, from a change made by a third party to a system outside the scope, or from an event beyond the reasonable control of the Company.

A claim must be notified in writing within six months of the date on which the Client became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

Indemnity

The Client will indemnify the Company against claims, losses and reasonable legal costs arising from a breach by the Client of these terms, from the Client providing access to systems it had no right to share, or from the Client using a Deliverable outside the scope for which it was prepared. The Company will indemnify the Client against claims that material created by the Company and incorporated into a Deliverable infringes the intellectual property of a third party, provided the Client notifies the Company promptly and allows the Company to conduct the defence.

The party seeking indemnity must take reasonable steps to mitigate the loss and must not settle a claim without the consent of the party giving the indemnity.

Termination

The Client may terminate an engagement for convenience with thirty days of written notice. The Company may terminate for convenience with thirty days of written notice, returning any fee paid in advance for work that will not be performed. Either party may terminate immediately if the other party commits a material breach that is not remedied within fifteen business days of written notice, or if the other party becomes insolvent.

On termination, the Client pays for work performed up to the termination date and for any committed third party cost that cannot be avoided. The Company delivers the engagement record as it stands, including the ladder and any partial Deliverables, so that the Client is not left without the picture. The obligations on confidentiality, intellectual property and liability survive termination.

Force Majeure

Neither party is liable for a delay or failure caused by an event beyond its reasonable control, including natural disaster, severe weather, failure of public infrastructure, a widespread power outage, an act of government, or a labour dispute not involving the affected party own workforce. The affected party must notify the other promptly and must use reasonable efforts to resume performance. If the event continues for more than sixty days, either party may terminate the affected engagement without further liability.

Acceptable Use of the Website

You may use the website for lawful purposes connected with the Company and its Services. You must not attempt to gain unauthorised access to the site or its infrastructure, interfere with its operation, send automated requests at a rate that degrades service for others, or use the site to transmit malicious code. You must not scrape the content for commercial use or republish it in a way that suggests an endorsement that the Company has not given.

The contact form is provided so that genuine enquiries reach the watchroom. Do not use it to send unsolicited advertising, chain messages or material that is unlawful, abusive or infringing. The Company may block any address that abuses the form.

Governing Law

These terms are governed by the laws of the State of Utah in the United States, without regard to its conflict of law rules. The parties submit to the exclusive jurisdiction of the courts located in Salt Lake County, Utah, for any dispute that is not resolved by negotiation. Before starting proceedings, the parties will attempt in good faith to resolve the dispute through a senior representative of each side, and will allow thirty days for that process.

Where the Client is located outside the United States, the parties acknowledge that the courts of Utah may not be convenient for the Client, and they may agree in the engagement documents to an alternative forum or to arbitration. Any such agreement must be in writing.

Changes to These Terms

The Company may update these terms from time to time. The current version is always published on this page with a date at the top. Where a change materially affects an engagement that is already running, the Company will notify the Client and will not apply the change to that engagement without written agreement.

Continued use of the website after an update means that the updated terms apply to use of the website from that date. Previous versions are kept in the watchroom record and can be provided on request.

Notices

Notices to the Company must be sent in writing to escalate@meridianbd.autos and, where the notice concerns an active engagement, copied to the named watchkeeper. Notices to the Client are sent to the contact address recorded in the engagement documents. Email notice is effective on the next business day after sending, provided the sender does not receive a delivery failure message.

Either party may change its notice address by telling the other in writing. A notice that is sent to an address that has not been updated is not effective until it is actually received.

Contact

Questions about these terms should be sent to the watchroom. Please quote the engagement reference where one has been issued, so that the question reaches the right record quickly.

Email escalate@meridianbd.autos or call +15512998215 during business hours, Monday to Friday, from 8:00 to 18:00 Mountain Time.