Terms & Conditions
All Services are conditioned on Client's assent to these Terms and Conditions. Consultant objects to any additional or different terms proposed by Client unless expressly agreed in writing by an authorized representative of Consultant. No other document modifies these Terms and Conditions unless agreed in a written amendment signed by an authorized officer of Consultant.
1. Definitions
“Background IP” means all intellectual property, methodologies, protocols, assessment tools, templates, know-how and materials owned or licensed by Consultant and developed independently of the Services, together with any improvements.
“Client" means the entity to which Consultant is providing Services under the Contract.
“Client Materials” means the trademarks, product and formulation information, data, claim substantiation, artwork and other materials Client or its agents supply for use in the Services.
"Consultant" means Meyer Nutrition Communications LLC.
“Services” means the services Consultant has agreed to perform for Client under the Contract.
"Contract" means the signed agreement or purchase order between the parties for the Services, together with these Terms and Conditions, Consultant’s final quotation, the agreed scope(s) of work, and Consultant’s order acknowledgement. In any conflict, precedence is: (1) written amendments signed by both parties, (2) terms on the face of the signed proposal or scope of work, (3) these Terms and Conditions, (4) Consultant’s quotation, and (5) other Contract documents.
“Contract Price” means the price stated in the Contract for the Services, including any adjustments under the Contract.
“Deliverables” means the reports, plans, copy, creative materials, presentations and other work product Consultant must deliver under the scope of work.
“Payment Security” means an advance payment, deposit, letter of credit, guarantee or other security for Client’s payment obligations, in a form and amount reasonably acceptable to Consultant.
“Terms and Conditions” means these terms, any relevant addendum, and any modifications specifically stated in Consultant’s final quotation or agreed by Consultant in writing.
2. Payment
2.1 Unless the Contract states otherwise, Client shall pay all invoiced amounts in U.S. dollars within thirty (30) days of invoice date, without set-off or deduction. Time is of the essence for Client’s payment obligations.
2.2 If Consultant reasonably determines that Client’s financial condition or payment history does not justify continued performance, Consultant may, on written notice, require advance payment or other Payment Security. If Client does not comply within ten (10) business days, Consultant may suspend or terminate the Contract without liability for the resulting delay or damages.
2.3 Undisputed amounts not paid when due bear interest from the due date at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall reimburse Consultant’s reasonable collection costs, including attorneys’ fees, subject to Section 15.4. Consultant may suspend performance on ten (10) business days’ written notice while any undisputed amount is overdue, and the resulting delay is an excusable event under Article 10.
2.4 Client shall notify Consultant in writing of any disputed invoice amount, with reasons, by the later of fifteen (15) days after the invoice date or the due date, and shall pay all undisputed amounts when due. The parties shall resolve disputed amounts under Article 15.
3. Taxes and Duties
3.1 Consultant is responsible for taxes on its net income and for any gross receipts, franchise, excise or business privilege tax imposed on Consultant (“Consultant Taxes”), which are included in the Contract Price. Client is responsible for all other taxes and duties arising from the Contract, including sales, use and value-added taxes (“Client Taxes”), which are excluded from the Contract Price.
3.2 Consultant shall state any applicable sales tax separately on each invoice and Client shall pay it, unless Client first provides a valid exemption or resale certificate.
3.3 If law requires Client to withhold from a payment, Client shall increase the payment so that Consultant receives the full amount due, and shall provide official receipts for amounts withheld within thirty (30) days.
4. Warranty
4.1 Consultant warrants that Services shall be performed competently and diligently in accordance with industry standards and any agreed specifications.
4.2 The warranty expires ninety (90) days after the later of completion of the Services or Client’s acceptance of the Deliverables.
4.3 If the Services do not meet the warranty in Section 4.1, Client shall notify Consultant in writing within thirty (30) days of discovery and before the warranty expires. Consultant may, at its option, re-perform the deficient Services or refund the fees paid for them. If re-performance cannot reasonably cure the deficiency, refund of the applicable fees is Consultant’s sole obligation and Client’s exclusive remedy. Re-performance does not extend the warranty.
4.4 The warranty is conditioned on Client (a) using the Services in accordance with Consultant’s recommendations, (b) keeping accurate records related to the Services and giving Consultant access on request, and (c) not modifying, or permitting a third party to modify, the Services or Deliverables without Consultant’s written authorization. Material failure to meet a condition relieves Consultant of its warranty obligations for the affected Services.
4.5 This Article states the exclusive remedies for all claims based on deficient Services, whether based on contract, warranty, indemnity, tort (including negligence), strict liability or otherwise. The warranties in this Article replace all other warranties, written, oral, implied or statutory. TO THE EXTENT PERMITTED BY TENNESSEE LAW, NO IMPLIED WARRANTY, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, APPLIES. CONSULTANT DOES NOT WARRANT ANY PARTICULAR SALES, RANKING, REACH, ENGAGEMENT OR OTHER BUSINESS RESULT. These exclusions do not apply to claims arising from Consultant’s gross negligence, willful misconduct or fraud.
5. Confidentiality
5.1 Each party (the “Disclosing Party”) may provide the other (the “Receiving Party”) with Confidential Information under this Contract. “Confidential Information” means (a) information designated “confidential” or “proprietary” at the time of disclosure, and (b) information a reasonable person would understand to be confidential given its nature and circumstances, whether or not marked. Client Materials, unreleased campaign and launch plans, formulations, claim substantiation, consumer and customer data, and Consultant’s Proprietary Information (Section 6.8) and pricing are Confidential Information without further designation.
5.2 The Receiving Party shall (i) use Confidential Information only for the Contract, (ii) take reasonable measures to prevent disclosure, and (iii) not disclose it to a competitor of the Disclosing Party. The Receiving Party may disclose Confidential Information to its employees, affiliates, subcontractors and professional advisers who need it for the Contract and are bound by confidentiality obligations at least as protective as this Article, and remains responsible for their compliance. On request, Receiving Party shall return or destroy all Confidential Information, except what the Contract entitles it to retain. Consultant may retain one archive copy.
5.3 This Article does not apply to Confidential Information that: (i) becomes publicly available other than through Receiving Party’s breach; (ii) is received from a source not, to Receiving Party’s knowledge, bound by confidentiality to Disclosing Party; (iii) is independently developed by Receiving Party without reference to the Confidential Information; or (iv) is required to be disclosed by law or legal process, provided the Receiving Party promptly notifies the Disclosing Party in advance, reasonably cooperates to maintain confidentiality, and limits disclosure to what is legally required.
5.4 Each Disclosing Party warrants it has the right to disclose the information it provides. Neither party shall publicly announce the Contract without the other’s prior written approval. Consultant may identify Client by name and logo and describe publicly released work in its portfolio, credentials, case studies and award submissions, provided it discloses no Confidential Information and follows Client’s reasonable brand guidelines. Client may withdraw that permission for future uses on written notice.
5.5 The obligations in this Article expire five (5) years after disclosure, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law. This Article does not supersede any separate confidentiality agreement between the parties.
6. Intellectual Property
6.1 Consultant shall defend Client against any third-party claim that the Deliverables or Services infringe a U.S. patent, copyright, trademark or trade secret (a “Claim”), and shall indemnify Client against damages and costs finally awarded or agreed in settlement, provided Client (a) promptly notifies Consultant in writing, (b) makes no admission of liability, (c) gives Consultant sole control of the defense and settlement, and (d) provides reasonable assistance at Consultant’s expense.
6.2 Consultant has no obligation for any Claim based on: (a) Deliverables or Services modified by anyone other than Consultant, (b) combination of Deliverables or Services with other materials where the combination causes the alleged infringement, (c) Client’s failure to implement an update that would have prevented the Claim, (d) unauthorized use of the Deliverables or Services, or (e) Deliverables or Services made to Client’s specifications or incorporating Client Materials.
6.3 If any Deliverable or Service becomes subject to a Claim, Consultant may at its option (a) procure for Client the right to continue using it, (b) modify or replace it to make it non-infringing, or (c) failing (a) or (b), discontinue the infringing item and refund the pro-rata fees attributable to the unused portion.
6.4 This Article states Consultant’s exclusive liability for intellectual property infringement by the Deliverables and Services.
6.5 Each party retains its pre-existing and independently developed intellectual property; Consultant retains all Background IP. On full payment and provided Client is not in material breach of this Contract, Consultant assigns to Client all rights, including copyright, in the Deliverables as finally delivered and accepted, excluding Background IP and third-party materials. Consultant grants Client a non-exclusive, perpetual, worldwide, royalty-free license to use, reproduce, modify and display Background IP embedded in a Deliverable as needed to use it; this license is also conditioned on full payment. Client grants Consultant a non-exclusive license to use Client Materials solely to perform the Services. Consultant retains the right to use general skills, know-how, methodologies and experience acquired in performing the Services. Each party shall execute documents reasonably necessary to effect this Section.
6.6 Third-party materials, including stock photography, illustration, music, fonts, software, talent and influencer content, are licensed, not assigned. Consultant shall obtain the licenses and releases identified in the scope of work and pass through only the rights it can grant. Consultant shall notify Client in writing of the material license terms (media, territory, duration) before Client’s first use; Client is responsible for observing those terms and for any renewal or additional fees.
6.7 Unless Consultant expressly agrees otherwise in writing, third-party materials and services carry only their owners’ warranties; Consultant gives none.
6.8 Consultant’s methodologies, protocols, assessment tools, nutritional plans, training materials and proprietary processes that are marked confidential or would reasonably be understood to be confidential are “Proprietary Information” and include Consultant’s trade secrets.
6.9 Client acknowledges that unauthorized use or disclosure of Proprietary Information causes irreparable harm for which damages are not an adequate remedy. Consultant may seek injunctive relief without posting bond, in addition to any other remedy.
7. Advertising Claims, Substantiation and Regulatory Compliance
7.1 Client is solely responsible for the truth, accuracy, completeness and substantiation of all claims about its products, ingredients, formulations and business, including nutrient content, health, structure/function, sourcing, sustainability and certification claims. Client represents that before any claim is disseminated it holds and will maintain substantiation meeting the standard in the FTC’s Health Products Compliance Guidance (December 2022), and that its labeling and advertising comply with the Federal Food, Drug, and Cosmetic Act, 21 C.F.R. Part 101, and other applicable federal and state law.
7.2 Consultant shall submit all copy, creative and claims to Client for review before dissemination. Client’s written approval of a claim is Client’s confirmation that the claim is substantiated and lawful, and Consultant may rely on that approval. Consultant shall not disseminate any claim that Client has not approved in writing.
7.3 Where the Services include endorsements, testimonials, reviews or influencer content, Consultant shall design the program to conform to the FTC’s Endorsement Guides (16 C.F.R. Part 255), including instructing endorsers to disclose material connections clearly and conspicuously. Client shall monitor endorser compliance and shall not require Consultant to publish content omitting a required disclosure. Consultant shall disclose its own material connections and professional credentials where required by those Guides or an applicable code of ethics.
7.4 Consultant may decline to create, place or continue any content that it reasonably believes to be unsubstantiated, deceptive or unlawful, or that has been challenged by a regulator, a self-regulatory body or a platform. Exercise of this right is not a breach by Consultant, and Client shall pay for Services performed up to the date Consultant declines.
7.5 Client’s indemnity under Article 8 extends to any inquiry, investigation, demand, proceeding or claim by any regulator (including the FTC, FDA, state attorneys general, and NAD), platform, competitor or consumer, to the extent arising from Client’s products, Client Materials or a claim Client approved.
7.6 Consultant may serve other clients, including clients in the same product category, subject to Article 5. Consultant shall disclose to Client any engagement it reasonably considers to present a material conflict before accepting it, and the scope of work may record any agreed category exclusivity and its duration.
8. Indemnity
8.1 Client shall indemnify, defend and hold harmless Consultant from all claims, damages, liens, penalties, attorneys’ fees, expenses and liabilities arising from: (a) Client's breach of this Contract; (b) Client's negligence or willful misconduct; (c) Client's failure to follow Consultant's recommendations; or (d) third-party claims arising from Client's use of the Services, except to the extent arising from Consultant's gross negligence or willful misconduct.
8.2 Consultant shall indemnify, defend and hold harmless Client from third-party claims, damages, penalties, reasonable attorneys’ fees, expenses and liabilities arising from Consultant’s breach of Article 5 or Consultant’s gross negligence or willful misconduct. Section 6.1 governs infringement claims.
8.3 The indemnified party shall promptly notify the indemnifying party in writing, not admit liability or settle without consent, grant control of defense and settlement, and provide reasonable assistance at the indemnifying party’s expense. Late notice relieves the indemnifying party only to the extent prejudiced. The indemnifying party shall not settle in a way that imposes a non-indemnified obligation on, or admits fault by, the indemnified party without written consent.
9. Insurance
9.1 If Client requires Consultant to carry specific insurance, Client shall notify Consultant before the proposal is issued so the coverage and its cost can be reflected in the quotation. Insurance obligations do not enlarge Consultant’s liability beyond Article 14.
10. Excusable Events
10.1 Neither party is liable or in breach, except for payment obligations, to the extent performance is delayed or prevented by a cause beyond its reasonable control, including armed conflict, terrorism, epidemics, pandemics, strikes, acts of God, natural disasters, fire, flood, severe weather, or governmental acts or omissions. The affected party’s schedule extends by the time lost plus any additional time needed to overcome the event’s effects. If Client or its contractors delay Consultant’s performance, Consultant is entitled to an equitable price and schedule adjustment under Article 13.
11. Termination and Suspension
11.1 Client may terminate the Contract (or affected portion) for cause if Consultant: (i) becomes Insolvent/Bankrupt and cannot perform its material obligations; (ii) has a bankruptcy petition filed against it that remains undismissed for ninety (90) days; or (iii) commits a material breach with no other specified remedy, provided Client gives Consultant detailed written notice and Consultant fails to cure within thirty (30) days, or if cure requires longer and Consultant provides a written plan, fails to commence and diligently pursue it.
11.2 If Client terminates under Section 11.1: (i) Consultant shall reimburse Client the difference, if any, between the Contract Price allocable to the terminated scope and Client’s documented reasonable cost to complete that scope at a comparable quality level, subject to Article 14; and (ii) Client shall pay Consultant for Services performed before termination, calculated by reference to the milestone schedule for completed milestones and Contract rates for incomplete work, or Consultant’s then-current standard rates if the Contract states no milestones or rates.
11.3 Consultant may suspend or terminate the Contract (or any affected portion) immediately for cause if Client (i) becomes Insolvent/Bankrupt, or (ii) materially breaches the Contract, including failure to provide Payment Security, make any payment when due, or fulfill payment conditions, and such breach remains uncured for ten (10) business days after written notice.
11.4 If the Contract is terminated for any reason other than Consultant’s default, payment for Services is calculated per the milestone schedule for completed milestones and Contract rates for incomplete work, or Consultant’s then-current standard rates if the Contract states no milestones or rates. Client shall also pay: (i) non-cancellable third-party commitments made on Client’s behalf, and (ii) a cancellation charge equal to the fees that would have accrued during the Section 11.7 notice period to the extent not worked. The parties agree this charge is a reasonable pre-estimate of Consultant’s loss from reserved capacity and is not a penalty.
11.5 Either party may terminate the Contract (or affected portion) on thirty (30) days’ notice if an excusable event under Article 10 lasts longer than one hundred twenty (120) days. Client shall pay the amounts under Section 11.4, excluding the cancellation charge.
11.6 Client shall pay the reasonable costs of suspension and resumption, including continuing fixed costs allocable to the suspended work. Consultant’s schedule extends as reasonably necessary to overcome the effects of the suspension.
11.7 Either party may terminate the Contract for convenience on thirty (30) days’ written notice. Section 11.4 applies to a termination under this Section.
11.8 On expiry or termination, after Client pays all amounts due, Consultant shall deliver completed and paid-for Deliverables and work in progress in its then-current form, return or transfer administrative access to any accounts held in Client’s name, and return or destroy Client’s Confidential Information per Section 5.2. Consultant shall provide up to ten (10) hours of transition assistance at its then-current rates on written request.
11.9 Articles 1, 3, 5, 6, 7, 8, 12, 14, 15 and 16, Sections 4.5, 11.4, 11.6 and 11.8, and any accrued payment obligation survive expiry or termination of the Contract.
12. Compliance with Laws, Codes and Standards
12.1 Consultant shall comply with laws applicable to its performance of the Services. Client shall comply with all laws applicable to its business, products and use of the Deliverables and Services. Consultant’s obligations are conditioned on Client’s compliance with applicable law.
12.2 Client shall timely obtain and maintain all permits, licenses, registrations and authorizations required for its products and advertising, including food, dietary supplement, facility and health-claim permits; Consultant shall obtain those necessary for its own business. Client's failure to do so excuses Consultant's performance and entitles Consultant to an equitable price and schedule adjustment. Client shall reasonably assist Consultant in obtaining any authorization Consultant needs to perform.
12.3 Where Consultant processes personal information on Client’s behalf, Client is the controller (or business) and Consultant is the processor (or service provider). Consultant shall process that information only per Client’s documented instructions, shall not sell or share it, shall apply reasonable technical and organizational safeguards, and shall bind subprocessors to equivalent terms.
13. Changes
13.1 Either party may propose changes to the schedule or scope. No change is binding until both parties agree in writing, describing the changes in scope, schedule, price and other affected provisions.
13.2 The scope, Contract Price, schedule and other terms shall be equitably adjusted to reflect additional costs from post-proposal changes in Client’s requirements or procedures, or in industry specifications, codes, standards, laws or regulations. Unless otherwise agreed, additional work is priced at Consultant’s time-and-material rates.
14. Limitations of Liability
14.1 Consultant’s total liability for all claims arising from or related to this Contract shall not exceed the Contract Price. If Client places multiple orders under the Contract, this limit is the price of the order to which the claim relates. This allocation of risk reflects the Contract Price and is a material basis of the Contract.
15. Governing Law and Jurisdiction
15.1 This Contract is governed by the laws of the State of Tennessee, excluding its choice-of-law rules.
15.2 If negotiation fails, either party may refer the dispute by written notice to a meeting of senior management, to be held within twenty (20) business days. If the dispute is unresolved thirty (30) business days after the notice, or by a later agreed date, either party may commence court proceedings. The parties submit to the exclusive jurisdiction of the state and federal courts located in Tennessee and waive any objection to venue there.
15.3 Notwithstanding the foregoing, either party may at any time seek injunctive or other interim relief from a court of competent jurisdiction to enforce confidentiality or preserve rights pending resolution.
15.4 In any action on the Contract, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs in addition to any other relief awarded.
15.5 This Contract does not provide for arbitration, and no reference in it to arbitration shall be read to require it.
16. General Clauses
16.1 Consultant may assign or novate its rights and obligations, in whole or in part, to any affiliate, or assign receivables to any financial institution, without Client’s consent; Client shall execute documents necessary to complete such assignment. Consultant may subcontract work, provided it remains responsible and binds subcontractors to confidentiality obligations at least as protective as Article 5. Client may assign the Contract to a successor of all or substantially all of the related business on written notice. Any other assignment by Client without Consultant’s prior written consent (not unreasonably withheld) is void.
16.2 If any provision is void or unenforceable, the remainder of the Contract is unaffected. The parties shall replace the invalid provision with one achieving substantially the same practical and economic effect.
16.3 The Contract is the entire agreement between the parties. No representation, warranty, right or remedy not stated herein is binding. No modification, amendment, rescission or waiver is binding unless agreed in writing.
16.4 Except as provided in Article 14 (Limitations of Liability), this Contract is only for the benefit of the parties, and no third party shall have a right to enforce any provision of this Contract.
16.5 All notices under this Contract shall be in writing, in English, and deemed delivered: (a) on the date sent electronically to the address each party designates, if no delivery failure is received, or (b) on the date of courier delivery. Each party shall keep its notice address current; initial addresses are on the face of the Contract.
16.6 This Contract may be signed in counterparts, together constituting one agreement. Electronic signatures have the same effect as originals.
16.7 A failure or delay in exercising a right under the Contract is not a waiver of that right, and a single or partial exercise does not preclude further exercise. The headings in these Terms and Conditions are for convenience only and do not affect interpretation