1. About our Terms

1.1 We are Nerd Cow Limited (“we”, “us”, “our”, or “NerdCow”), a limited company registered in England and Wales. Our registered address is 231 Shoreditch High Street, London, England, E1 6PJ. Our company number is 09553265. Our UK VAT registration number is GB210798021. Our data protection registration number is ZB182810. If you need any of our other tax ID numbers please contact us.

1.2 These Terms together with your Membership Confirmation detailing your agreed Membership Services, apply whenever you purchase access to Membership Services on a subscription basis.

1.3 You should read these Terms carefully before subscribing to the Membership Services. By accessing, using or subscribing to the above, you agree to be bound by these Terms, your Membership Confirmation and the documents referred to in them, which together constitute a binding agreement between us (Agreement).

2. Membership Services

2.1 Membership Services include web design and development, website maintenance and management, search engine optimisation, conversion rate optimisation, consulting, training and are offered in three Membership Tiers:

Tier 1 – Reactive
Tier 2 – Proactive
Tier 3 – Strategic

https://nerdcow.co.uk/membership/

Included in all Tiers are courses and exclusive groups.

Any agreed Deliverables will be specified in your Membership Confirmation.

2.2 Our Members also access an online community where like-minded individuals and businesses can gather and communicate.

2.3 As part of the Membership Subscription, you may get access to different courses, communities, or templates. You accept that we can change these available to you at any time without prior written notice.

3. Accessing Membership Services

3.1 You may subscribe to a Tier of Membership Services by submitting a request to us by email, video call, using our Live Chat on nerdcow.co.uk (if available) or by Basecamp message We will then make an assessment about your needs and create a plan of action and send you a proposal for completion and return. We may reject any request at our discretion.

3.2 We will try to process your request promptly but cannot guarantee activation by any specified time.

3.3 When we issue and you confirm a Membership Confirmation your subscription to the Tier of Membership Services detailed in the Membership Confirmation shall commence. We grant you a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to access and use the agreed Membership Services during the Subscription Term solely for your internal business operations.

3.4 You confirm that your signup and payment details are complete and accurate, and that you are entitled to subscribe to Membership Services using those sign up and payment details. It is your responsibility to update and maintain changes to your sign up details. Each Membership Tier is for a single business only.

4. Our Obligations

We agree to:

supply the agreed Tier of Membership Services during the Subscription Term in accordance with these Terms and your Membership Confirmation in all material respects;
use all reasonable endeavours to meet any performance dates specified in your Membership Confirmation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Membership Services;
reserve the right to amend the Membership Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Membership Services;
use commercially reasonable endeavours to make the Membership Services available 24 hours a day, seven days a week, except for:
- planned maintenance carried out as shall be announced;
- unscheduled maintenance performed outside normal business hours,
- unpredictable events such as virus, power failure, etc.

5. Members’ Obligations

You agree to:

ensure that the terms of the Membership Confirmation are complete and accurate;
co-operate with us in all matters relating to the Membership Services;
obtain and maintain all necessary licences, permissions and consents which may be required for the Membership Services before the date on which the Membership Services are to start;
maintain a written, up to date list of Authorised Users and provide such list to us on request;
co-operate with us and provide all necessary access to such information as may be required by us to enable us to provide the Membership Services.

6. Fees and Payment

6.1 You agree to pay the Membership fees at the rates and in the currency displayed in your Membership Confirmation. Membership fees are payable in full in advance unless otherwise specified in the Membership Confirmation.

6.2 Membership Fees are:

non-cancellable and non-refundable;
exclusive of value added tax, which shall be added at the appropriate rate in the UK.

6.3 If we do not receive payment authorisation or any authorisation is subsequently cancelled, we may immediately terminate or suspend your Membership Services.

6.4 We will give you at least three months’ notice of any increase in the price of your Membership Services, which will take effect at your next renewal date. If you are entitled to a refund, we will credit that refund to the card or other payment method you used to submit payment, unless it has expired in which case we will contact you to arrange.

6.5 We will do all that we reasonably can to ensure that all of the information you give us when paying is secure by using an encrypted secure payment mechanism.

7. Intellectual Property

7.1 Intellectual Property Rights means patents, trade marks, service marks, rights (registered or unregistered) in any designs, applications for any of the foregoing, trade or business names, copyright (including rights in computer software) and topography rights; know-how, secret formulae and processes, lists of suppliers and customers and other proprietary knowledge and information; internet domain names; rights protecting goodwill and reputation; database rights; and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent
effect anywhere in the world and all rights under licences and consents in respect of any of the rights and forms of protection mentioned in this definition.

Background IPR includes:

all pre-existing Intellectual Property Rights (including in any software, applications, materials, information, data, ideas, etc) owned by us prior to the Effective Date; and
any work product created generally us during the Subscription Term for use within our business and not specifically and exclusively for a Member, whether created by us as a result of the provision of the Membership Services or otherwise (including any web-site “back-end” functionality or software used as part of the Membership Services)

Background IPR may take the form of open or closed source libraries and modules, tools written by us to facilitate our work for you.

7.2 Subject to any express provision in these Terms to the contrary, this
Agreement does not assign or transfer any Intellectual Property Rights between the parties and nothing in this Agreement shall be deemed to give a party any right, title or interest whatsoever in the other party’s Intellectual Property Rights.

7.3 All Intellectual Property Rights in the Deliverables shall vest in and be
owned by you immediately upon creation, provided always that we
will retain ownership of the Background IPR (including any Background IPR that becomes embedded in the Deliverables, which shall be licensed to you in accordance Clause 7.4) and any third party will retain the rights in and to any of its or their materials (Third Party Materials) that become embedded in the Deliverables.

7.4 Subject to the foregoing we:

assign and transfer to the each Member all rights, title and interest we may have or obtain in the Deliverables.
grant to each Member a perpetual non-exclusive, non-transferable, non-sublicensable, personal licence to use the Background IPR (in object code form), embedded in the Deliverables solely for its own internal business purposes, and not for the benefit of any third party.

7.5 We shall not include any Third Party Materials in the Deliverables without your prior written consent, and all proposed Third Party Materials to be included shall be set out in the Membership Confirmation. We shall provide details of those licences to you.

7.6 You agree not to:

remove, alter, cover or obfuscate any copyright notices, trade mark notices or other proprietary rights notices placed or embedded on or in the Background IPR;
unbundle any components of the Background IPR; or
except to the extent permitted by applicable law, reverse engineer, reverse assemble or otherwise attempt to gain access to the source code of all or any portion of the Background IPR.

7.7 You acknowledge that ownership of all Third-Party Materials shall
remain vested in our licensors. We shall use reasonable endeavours to procure a licence of the Third-Party Materials for you, but you acknowledge that you will be responsible for obtaining such licence (at your own cost).

8. Term and Termination

8.1 This agreement shall, unless otherwise terminated as provided in this clause, commence on the date specified in your Membership Confirmation and shall continue for the Initial Term as set out in your Membership Order, and after that, shall be automatically for successive periods of one month (each a Renewal Period) unless:

either party notifies the other party of termination, in writing, in which case this Agreement shall terminate 30 days after the date of notification; or
otherwise terminated in accordance with the provisions of this Agreement;

and the Initial Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

8.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

the other party commits a material breach of any term of the agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.

9. Consequences of Termination

9.1 On termination or expiry of this Agreement:

you shall immediately pay all outstanding unpaid invoices;
you shall return all our materials and any Deliverables which have not been fully paid for.

9.2 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry.

9.3 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry shall remain in full force and effect.

10. Data Protection

10.1 For the purposes of this clause 10:

UK GDPR: has the meaning given to it in the Data Protection Act 2018;
The terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

10.2 For any personal data that we process in connection with this agreement, in the capacity of a controller, you consent to (and shall procure all required consents, from its personnel, representatives and agents, in respect of) all actions taken by us in connection with the processing of Personal Data, provided these are in compliance with our then-current privacy policy available on the our website (Privacy Policy). In the event of any inconsistency or conflict between the terms of the Privacy Policy and these terms, the Privacy Policy will take precedence.

10.3 We do not process any personal data on the Members’ behalf when providing the Membership Services under this Agreement.

11. Limitation of Liability

11.1 Subject to Clause 11.3, we will not be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, under or in connection with this Agreement for any:

indirect, consequential or special loss or damage;
loss of revenue;
loss of profits;
loss of sales;
loss of business or agreements;
loss of goodwill;
loss of or wasted management or staff time;
loss of use or corruption of software;
loss or corruption of data; or
loss of anticipated savings

even if we have been advised of the possibility of such loss or damage.

11.2 Subject to Clause 11.3, our total maximum liability to you for any expenses, losses, damages, claims, actions, proceedings and costs sustained, incurred or suffered by you (a Claim) arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited for all Claims in the aggregate to an amount equal to 100% of Fees payable by you under this agreement.

11.3 The exclusions and limitations on liability in this Agreement, including this Clause 11, do not apply in the case of:

fraud or fraudulent misrepresentation;
death or personal injury caused by negligence; or
any liability to the extent that the same may not be excluded or limited as a matter of applicable law.

12. Force Majeure

12.1 Notwithstanding any other provision of this Agreement, we shall not be in breach of this Agreement or otherwise liable as a result of any delay or failure in the performance of our obligations under this Agreement if and to the extent that such delay or failure is caused by any event or circumstance, not within our reasonable control (Force Majeure Event), and the time for performance of the relevant obligation(s) shall be extended accordingly.

12.2 If any Force Majeure Event delays or prevents the performance of our
obligations for a continuous period in excess of one month then
either party shall then be entitled to give notice to the other party to terminate this Agreement, specifying the date (which shall not be less than seven days after the date on which the notice is given) on which termination will take effect.

13. Confidentiality

13.1 Confidential Information means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in this clause 13.

13.2 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that:

is or becomes publicly known other than through any act or omission of the receiving party;
was in the other party’s lawful possession before the disclosure;
is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
is independently developed by the receiving party, which independent development can be shown by written evidence; or
is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

13.3 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.

14. Assignment

14.1 Members shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of their rights or obligations under this Agreement.

14.2 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Agreement.

15. Variation

15.1 We may vary these Membership Terms from time to time on giving Members at least 30 days’ notice in writing. If you do not accept the variation, you may, within 30 days of being notified of the variation by us (Review Period), terminate this agreement on written notice to us.

15.2 Your continued use of the Membership Services after the Review Period will constitute your acceptance of the variation.

16. Third Party Rights

16.1 Nothing in this Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

16.2 This Agreement shall continue and be binding on the transferee, successors and assigns of either party as required.

17. Notices

17.1 All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

17.2 Notices shall be deemed to have been duly given:

when delivered, if delivered by courier or other messengers (including recorded delivery mail) during normal business hours of the recipient; or
when sent, if transmitted by e-mail and a successful transmission report or return receipt is generated; or
on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
on the tenth business day following mailing, if mailed by airmail, postage prepaid. in each case addressed to the most recent address or e-mail address notified to the other Party.

17.3 Service of any document for the purposes of any legal proceedings concerning or arising out of this Agreement shall be effected by either party by causing the such document to be delivered to the other party at its registered or principal office, or to such other address as may be notified to one party by the other party in writing from time to time.

18. Law and Jurisdiction

18.1 This Agreement, and disputes or claims arising out of or in connection with it (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

18.2 Any dispute, controversy, proceedings or claim between the parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the exclusive jurisdiction of the courts of England and Wales.

Terms of service