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TERMS AND CONDITIONS OF SERVICES

 Important Notice

These abbreviated Terms and Conditions are provided for convenience and ease of reference only. The full and binding terms governing our relationship are set forth in your fully executed General Services Agreement.

  • If no fully executed General Services Agreement exists, then these Terms, together with your signed Quote, shall govern.
  • If no signed Quote exists, then these Terms, together with the applicable Invoice, shall govern.

In all cases, the "Controlling Document" shall take precedence in the following order of priority:

  1. General Services Agreement
  2. Signed Quote
  3. Invoice paired with these Terms

The term of this Agreement (the "Term") will begin on the date of the signed Quote and will remain in full force and effect indefinitely until terminated, services have been completed, or as provided in the Controlling Document.

  1. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 7 days' written notice to the other Party.
  2. In the event the receiver of services ( the "Client") elects to terminate this Agreement prior to completion of the Services, Client shall remain responsible for payment of all fees for Services performed up to the date of termination, as well as reimbursement of any expenses incurred by The Scale Theory (the "Company") in connection with the Services. All such amounts shall be due and payable in full within 5 days of termination.
  3. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
  4. This Agreement may be terminated at any time by mutual agreement of the Parties.
  5. Except as otherwise provided in this Agreement, the obligations of the Company will end upon the termination of this Agreement.

Performance

The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

Compensation

  1. The Company will charge the Client for the Services as follows (the "Compensation") as specified in the executed Quote.
  2. Invoices submitted by the Company to the Client are due in accordance with the terms agreed upon in the executed Quote.

Reimbursement of Expenses

  1. The Company will be reimbursed from time to time for reasonable and necessary expenses incurred by the Company in connection with providing the Services.
  2. All expenses must be pre-approved by the Client.

Interest on Late Payments

The Company may charge interest payable on any overdue amounts under this Agreement charged at a rate of 15.00% per annum or at the maximum rate enforceable under applicable legislation, whichever is lower.

Confidentiality

Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

The Company agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Company has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

All written and oral information and material disclosed or provided by the Client to the Company under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Company.

Ownership of Intellectual Property

  1. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, is a "work made for hire" and will be the sole property of the Client.
  2. The use of the Intellectual Property by the Client will not be restricted in any manner.
  3. The Company may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client.

Right of Substitution

  1. Except as otherwise provided in this Agreement, the Company may, at the Company's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Company under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
  2. In the event that the Company hires a sub-contractor:

​• the Company will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Company.

​• for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Company.

Autonomy

  1. Except as otherwise provided in this Agreement, the Company will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Company will work autonomously and not at the direction of the Client. However, the
  2. Company will be responsive to the reasonable needs and concerns of the Client.

No Exclusivity

  1. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

Notice

  1. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered at the following addresses:

 Mercer LLC dba The Scale Theory, 230 S. Perry Rd #1071, Plainfield, IN, 46168 USA

Indemnification

  1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of Indiana.