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NerdCow terms of service

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 348 Goswell Road, London, EC1V 7LQ. 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 the Confirmation we issue and you accept, apply whenever you purchase any of our products: The Foundation or Membership.

1.3 You should read these Terms carefully before agreeing to a Confirmation. By accepting a Confirmation, you agree to be bound by these Terms, the Confirmation and the documents referred to in them, which together constitute a binding agreement between us (Agreement).

1.4 NerdCow is built around long-term partnerships. We offer two products: The Foundation, a fixed four-week planning engagement, and Membership, an ongoing subscription for the care and evolution of a live website. The Foundation can be purchased on its own. Membership requires a live website, whether one you already have or one you commission separately, and can be purchased on its own or alongside or after The Foundation. By accepting a Confirmation, you confirm that you understand and accept this model. Our working approach is described in Clause 5 and on our public process page at https://nerdcow.co.uk/our-process/, which you should read before signing.

2. Definitions

In this Agreement, the following words have the following meanings:

  • Agreement means these Terms together with the Confirmation and any documents referred to in them.
  • Authorised Users means the individuals authorised by you to access our services on your behalf.
  • Backlog means the running list of work items, priorities and ideas maintained jointly by you and us in Basecamp.
  • Basecamp means the project management platform we use as the primary working and communication hub.
  • Commencement Date means the date on which the agreed product starts, as set out in the Confirmation.
  • Confirmation means the document we issue and you accept confirming the product purchased, the fee, the dates, and any product-specific details.
  • Cycle means a working iteration of four weeks, applicable to Membership.
  • Deliverables means the outputs of the work performed for you under the Agreement.
  • Foundation or The Foundation means the fixed four-week product described in Clause 3.2.
  • Member means a person or organisation subscribed to Membership.
  • Membership means the ongoing subscription product described in Clause 3.3.
  • Renewal Period means a successive period during which Membership automatically continues, equal in length to the then-current billing cadence (one month, three months or twelve months).
  • Subscription Term means the total period during which you are subscribed to Membership.

3. Our products

3.1 We offer two products. The Confirmation specifies which product you have purchased and the details that apply to your engagement.

3.2 The Foundation is a fixed four-week engagement. Within those four weeks we run discovery, workshops, stakeholder engagement, and produce recommendations and a tested blueprint scoped to your situation. The fee, starting and ending dates, and the agreed focus are set out in the Confirmation. The Foundation is a fixed-fee, fixed-timebox product and can be purchased on its own.

3.3 Membership is an ongoing subscription that gives you continued access to our team and services in four-week Cycles, for the care and evolution of a live website. Membership requires a live website, whether one you already have or one you commission separately. Membership includes web design and development, website maintenance and management, search engine optimisation, conversion rate optimisation, consulting, courses, exclusive groups, training, and access to our online Member community. Membership runs on a monthly rolling basis with no minimum term.

3.4 As part of Membership, you may get access to different courses, communities, or templates. You accept that we can change what is included at any time without prior written notice.

4. The Confirmation

4.1 For every engagement, we issue a Confirmation and you accept it. The Confirmation is the document that specifies, for your engagement:

  • the product purchased (The Foundation or Membership);
  • the Commencement Date;
  • the fee and the billing cadence;
  • where relevant, the agreed focus, or starting Backlog priorities;
  • any other commercial terms specific to your engagement.

4.2 You may purchase both products, together or in sequence. Each product is confirmed by its own Confirmation issued at the time of purchase.

4.3 Accepting a Confirmation creates a binding Agreement on these Terms

5. How we work

5.1 We work collaboratively and openly. Basecamp is our primary working hub. All briefs, decisions, feedback, approvals and informal communications relating to the work should be recorded in Basecamp. Decisions or instructions communicated outside Basecamp (for example by phone or in person) are not binding until confirmed in Basecamp.

5.2 The Foundation is delivered as a fixed four-week engagement. Within those four weeks the work is iterative and collaborative. The four-week timebox is fixed: we start on the Commencement Date and finish four weeks later. Time is of the essence in respect of the start and end of the timebox. The Foundation produces an agreed Phase 1 outcome (typically a tested blueprint together with supporting research and recommendations).

5.3 Membership is delivered in four-week Cycles. Within each Cycle:

  • you and we jointly agree the priorities to be worked on from the Backlog;
  • we deliver against those priorities to the best of our ability within the Cycle’s capacity;
  • at the end of the Cycle we review progress, gather your feedback, and agree the priorities for the next Cycle.

Membership is provided on an ongoing capacity basis. You are subscribing to the continued availability of our team, not to a fixed list of deliverables to be completed by a fixed date. Time is not of the essence for performance of Membership services, and any dates discussed are indicative only.

5.4 Capacity within each Cycle is finite. If new priorities are added during a Cycle, other priorities will be deferred or de-scoped to accommodate them. We will be transparent about these trade-offs and will not silently drop work.

6. Our obligations

We agree to:

  • supply the purchased product during the agreed term in accordance with these Terms and the Confirmation in all material respects;
  • in respect of The Foundation, deliver within the agreed four-week timebox;
  • in respect of Membership, work with you in iterative Cycles as described in Clause 5, communicate openly about capacity and trade-offs, and maintain the shared Backlog in Basecamp;
  • use all reasonable endeavours to meet any indicative dates discussed during Membership, on the understanding that all such dates are estimates only and time shall not be of the essence;
  • reserve the right to amend the 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 services;
  • use commercially reasonable endeavours to make our 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.

7. Your obligations

You agree to:

  • ensure that the information you give us when entering into a Confirmation is complete and accurate;
  • co-operate with us in all matters relating to the work;
  • nominate a single primary decision-maker on your side, authorised to set and approve priorities, accept Deliverables, and make binding decisions on your behalf, and notify us promptly of any change to that person;
  • ensure that your primary decision-maker is available to participate in workshops (during The Foundation) and in Cycle planning and review sessions at the agreed cadence (every four weeks during Membership);
  • provide feedback, approvals, content and other inputs we reasonably request within the turnaround times agreed in Basecamp, and acknowledge that delays in your feedback or inputs will shift the timing of related work;
  • raise any concerns about progress, direction or quality openly and promptly via Basecamp, so they can be addressed within the working Cycle rather than left to escalate;
  • obtain and maintain all necessary licences, permissions and consents which may be required for the work before the date on which the work is 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 perform the work.

8. Change and re-prioritisation

8.1 This Clause 8 applies to Membership only. It does not apply to The Foundation, the scope of which is agreed in the Confirmation and worked through within the fixed four-week timebox.

8.2 You may add to, remove from, or re-prioritise items in the Backlog at any time. Re-prioritisation requests should be made via Basecamp. We will action them at the next Cycle boundary, or sooner where capacity allows.

8.3 Adding work to the Backlog does not entitle you to additional capacity within a Cycle, an extension of the term, or any reduction in fees. Capacity per Cycle is determined by the product purchased.

8.4 If you wish to increase capacity, this is treated as a change to the engagement and will be agreed in writing with corresponding fees, taking effect from the start of the next Cycle unless otherwise agreed.

9. Fees and Payment

9.1 The fee, currency and billing cadence for your engagement are set out in the Confirmation. All fees are exclusive of value added tax, which shall be added at the appropriate rate in the UK.

9.2 The Foundation is charged as a single fixed fee, payable in full in advance of the Commencement Date.

9.3 Membership is charged at a monthly rate, payable in advance. You may choose one of three billing cadences:

  • monthly (no discount);
  • quarterly, prepaid in advance, with a 5% discount on the monthly rate;
  • annually, prepaid in advance, with a 10% discount on the monthly rate.

The billing cadence is stated in the Confirmation and can be changed at any Renewal Period by written agreement.

9.4 Membership fees are non-refundable, including in the event of termination during a prepaid period. Where you terminate Membership in accordance with Clause 13, Membership shall continue to the end of the then-current prepaid period, after which no further fees shall be charged.

9.5 The Foundation fee is non-refundable once the Commencement Date has passed. If you cancel before the Commencement Date, the fee is refundable in full.

9.6 If we do not receive payment authorisation or any authorisation is subsequently cancelled, we may immediately terminate or suspend the services.

9.7 We will give you at least three months’ notice of any increase in published prices. For Membership, any increase 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.

9.8 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.

10. Pause requests

10.1 This Clause 10 applies to Membership only. The Foundation runs to its fixed end date and cannot be paused.

10.2 In exceptional circumstances (for example a verified internal restructure or budget freeze of fixed duration), we may agree at our discretion to pause your Membership for up to two (2) calendar months. Any such pause must be agreed in writing in advance.

10.3 During any agreed pause, no fees are charged, no work is performed, and the Subscription Term is extended by the duration of the pause. We do not guarantee the same team composition on resumption.

10.4 Repeated or open-ended pause requests will be treated as a signal that Membership is no longer the right fit, and either party may terminate in accordance with Clause 13.

11. Intellectual Property

11.1 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 Commencement Date; and
  • any work product created generally by us during the course of the work for use within our business and not specifically and exclusively for a client, whether created by us as a result of the provision of the services or otherwise (including any website “back-end” functionality or software used as part of the 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.

11.2 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.

11.3 All Intellectual Property Rights in the Deliverables shall vest in and be owned by you immediately upon creation and full payment of the fees attributable to them, 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 with Clause 11.4) 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.

11.4 Subject to the foregoing we:

  • assign and transfer to you all rights, title and interest we may have or obtain in the Deliverables;
  • grant to you 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 your own internal business purposes, and not for the benefit of any third party.

11.5 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 Confirmation or otherwise agreed in Basecamp. We shall provide details of those licences to you.

11.6 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.

11.7 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).

12. Term and renewal

12.1 The Foundation runs for a fixed term of four weeks from the Commencement Date. It ends automatically at the end of the four weeks. There is no renewal.

12.2 Membership runs from the Commencement Date and automatically renews for successive Renewal Periods (one, three or twelve months, matching the billing cadence) unless terminated in accordance with Clause 13. There is no minimum term.

13. Termination

13.1 The Foundation. Once the Commencement Date has passed, The Foundation cannot be terminated for convenience and runs to the end of the four-week timebox. Before the Commencement Date, either party may cancel by written notice and the fee will be refunded in full.

13.2 Membership. Either party may terminate Membership at the end of any Renewal Period by giving the other party at least thirty (30) days’ written notice prior to the end of the then-current Renewal Period.

13.3 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.

14. Consequences of Termination

14.1 On termination or expiry of any product:

  • you shall immediately pay all outstanding unpaid invoices;
  • where the product is Membership, services shall continue to the end of any prepaid period as set out in Clause 9 unless termination is for material breach by you, in which case services may be suspended immediately;
  • you shall return all our materials and any Deliverables which have not been fully paid for.

14.2 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.

14.3 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.

15. Data Protection

15.1 For the purposes of this Clause 15:

  • 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.

15.2 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 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.

15.3 We do not process any personal data on your behalf when providing the services under this Agreement.

16. Limitation of Liability

16.1 Subject to Clause 16.3, 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.

16.2 Subject to Clause 16.3, 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 in the twelve (12) months preceding the event giving rise to the Claim.

16.3 The exclusions and limitations on liability in this Agreement, including this Clause 16, 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.

17. Force Majeure

17.1 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.

17.2 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.

18. Confidentiality

18.1 Confidential Information means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in this Clause 18.

18.2 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.

18.3 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.

19. Assignment

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

19.2 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.

20. Variation

20.1 We may vary these Terms from time to time on giving you 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.

20.2 Your continued use of our services after the Review Period will constitute your acceptance of the variation.

21. Third Party Rights

21.1 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.

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

22. Notices

22.1 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.

22.2 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 email 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 email address notified to the other Party.

22.3 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 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.

23. Law and Jurisdiction

23.1 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.

23.2 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.