Merit Digital AdvisoryLast updated: September 1, 2026
This Master Service Agreement ("Agreement") is entered into between Merit Digital Advisory ("Merit Digital Advisory," "we," "us," or "our") and the client entity identified in the applicable order form or subscription confirmation ("Client," "you," or "your"), together the "Parties."
This Agreement sets out the general terms that apply whenever Client engages Merit Digital Advisory for research, dashboard access, or advisory services under a paid plan or a custom engagement. Each specific engagement is further described in an order form, statement of work, or subscription confirmation ("Order Form"), which is incorporated into and governed by this Agreement. Where a conflict exists between this Agreement and an Order Form, the Order Form controls solely with respect to the engagement it describes.
Merit Digital Advisory will provide the research, dashboard access, diligence support, and advisory consultations described in the applicable Order Form (the "Services"). Order Forms may be executed via signed agreement, countersigned proposal, or confirmed subscription purchase, and each constitutes a binding commitment once accepted by both Parties.
Merit Digital Advisory will use commercially reasonable efforts to deliver the Services in a professional and workmanlike manner consistent with industry standards. Client acknowledges that research and advisory output reflects our independent analysis and professional judgment, and is not a guarantee of any particular outcome.
Client will pay the fees set out in the applicable Order Form. Unless otherwise stated, fees are invoiced annually in advance and are due within thirty (30) days of the invoice date. Fees are non-cancelable and non-refundable except as expressly stated in this Agreement or the applicable Order Form.
Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Merit Digital Advisory may suspend Services if payment is more than fifteen (15) days overdue, following written notice. Fees do not include applicable taxes, which are Client's responsibility unless Client provides a valid exemption certificate.
This Agreement begins on the effective date of the first Order Form and continues until all Order Forms under it have expired or been terminated. Each Order Form has its own term as specified therein and, unless otherwise stated, renews automatically for successive periods of the same length unless either Party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.
Either Party may terminate this Agreement or an Order Form for cause if the other Party materially breaches this Agreement and fails to cure that breach within thirty (30) days of written notice. Merit Digital Advisory may also suspend or terminate Services immediately if Client fails to pay undisputed fees when due, following notice as described in Section 3.
Upon termination, Client will pay all fees accrued through the effective date of termination, and each Party will return or destroy the other Party's confidential information in accordance with Section 6.
Each Party may receive confidential or proprietary information of the other Party ("Confidential Information"), including, for Merit Digital Advisory, its research methodology, unpublished reports, and dashboard technology, and for Client, its business, trading, and financial information shared during onboarding or consultations.
Each Party agrees to (a) use the other Party's Confidential Information solely to perform its obligations or exercise its rights under this Agreement, (b) protect it using at least the same degree of care it uses for its own confidential information, and no less than a reasonable degree of care, and (c) not disclose it to third parties except to employees, contractors, or advisors with a need to know, who are bound by confidentiality obligations at least as protective as those in this Agreement. This Section does not apply to information that is or becomes publicly available through no fault of the receiving Party, was already known to the receiving Party without restriction, or is required to be disclosed by law, provided reasonable advance notice is given where legally permitted.
Merit Digital Advisory retains all right, title, and interest in and to the Services, including all research, reports, dashboard software, methodology, and any improvements or derivative works thereof. Subject to Client's compliance with this Agreement and payment of applicable fees, Merit Digital Advisory grants Client a limited, non-exclusive, non-transferable license during the term of the applicable Order Form to access and use the Services and any deliverables solely for Client's internal business purposes.
Client retains ownership of any information, data, or materials it provides to Merit Digital Advisory ("Client Data") and grants Merit Digital Advisory a limited license to use Client Data solely to perform the Services.
To the extent Merit Digital Advisory processes personal data on Client's behalf in connection with the Services, both Parties will comply with applicable data protection laws. Merit Digital Advisory's collection and use of personal data in the ordinary course of operating the Services is further described in our Privacy Policy.
Each Party represents and warrants that it has the full right and authority to enter into this Agreement and perform its obligations. Merit Digital Advisory warrants that the Services will be performed in a professional manner consistent with generally accepted industry standards. Except as expressly stated in this Agreement, the Services are provided without warranties of any kind, whether express, implied, or statutory, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement. Nothing in this Agreement or delivered under it constitutes a guarantee of investment performance or outcome.
Except for breaches of Section 6 (Confidentiality), a Party's indemnification obligations, or a Party's gross negligence or willful misconduct, neither Party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, or data, arising out of or relating to this Agreement, even if advised of the possibility of such damages.
Except for the exclusions above, each Party's total aggregate liability arising out of or relating to this Agreement will not exceed the total fees paid or payable by Client under the applicable Order Form in the twelve (12) months preceding the event giving rise to the claim.
Each Party will indemnify, defend, and hold harmless the other Party from third-party claims arising out of (a) the indemnifying Party's gross negligence or willful misconduct, or (b) the indemnifying Party's material breach of this Agreement, including, for Client, unauthorized use or distribution of the Services or Merit Digital Advisory's confidential research and methodology.
During the term of this Agreement and for twelve (12) months thereafter, neither Party will directly solicit for employment any employee of the other Party who was materially involved in the engagement, without that Party's prior written consent. This provision does not restrict general job postings or advertisements not specifically targeted at the other Party's employees.
Neither Party will be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, acts of government, labor disputes, internet or utility failures, or widespread market disruption, provided the affected Party uses reasonable efforts to mitigate the impact and resume performance promptly.
This Agreement is governed by and construed in accordance with the laws of England and Wales, without regard to conflict of laws principles, and the courts of England and Wales will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement. The Parties will first attempt to resolve any dispute arising out of this Agreement through good-faith negotiation between senior representatives. If the dispute is not resolved within thirty (30) days, either Party may pursue any remedy available at law or, where specified in the applicable Order Form, through binding arbitration.
This Agreement, together with all Order Forms, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions or agreements on that subject. Neither Party may assign this Agreement without the other's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets. Notices under this Agreement must be provided in writing to the contact designated in the applicable Order Form. If any provision of this Agreement is found unenforceable, the remaining provisions remain in full effect.
Questions about this Agreement, or requests for a signed copy for a specific engagement, can be directed to us through our contact page.