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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).
2.1 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:
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.
3.1 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.
We agree to:
You agree to:
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:
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.
7.1 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:
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:
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:
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).
8.1 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:
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:
9.1 On termination or expiry of this Agreement:
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.
10.1 For the purposes of this clause 10:
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.
11.1 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:
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:
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.
13.1 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:
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.
14.1 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.
15.1 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.
16.1 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.
17.1 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:
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.
18.1 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.