Effective Date: January 1, 2025
These Terms and Conditions govern your use of the services provided by Nerd Works. By engaging our services, you agree to be bound by these terms.
"Company" refers to Nerd Works. "Client" refers to the individual or organization engaging our services. "Services" refers to the IT solutions, consulting, hosting, and support we provide.
"Agreement" refers to any signed service agreement, statement of work, or order form between the Company and Client that incorporates these terms.
The Company provides managed IT services, cloud architecture, web hosting, email hosting, point-of-sale solutions, graphic design, website development, and related technology services.
The specific scope, deliverables, and timelines for each engagement are defined in the applicable Agreement. Services not explicitly included in the Agreement are out of scope.
The Client agrees to provide timely access to systems, credentials, documentation, and personnel necessary for the Company to perform its services.
The Client is responsible for maintaining accurate account information, communicating changes to their environment, and ensuring that authorized users comply with acceptable use policies.
The Client shall not use our services for any unlawful purpose or in violation of applicable regulations.
The Company will make reasonable efforts to meet the availability, response time, and performance targets described in the applicable Agreement.
Scheduled maintenance windows will be communicated in advance. The Company is not liable for downtime caused by third-party providers, force majeure events, or Client-initiated changes.
Fees for services are set forth in the applicable Agreement. Invoices are due within thirty (30) days of the invoice date unless otherwise specified.
Late payments may incur a fee of 1.5% per month on outstanding balances. The Company reserves the right to suspend services if payment is more than thirty (30) days overdue.
All fees are exclusive of applicable taxes, which are the responsibility of the Client.
Work product created specifically for the Client under an Agreement is owned by the Client upon full payment, unless otherwise stated.
The Company retains ownership of its pre-existing tools, frameworks, templates, and methodologies. The Client receives a non-exclusive license to use any Company-owned components incorporated into deliverables.
Both parties agree to keep confidential any proprietary or sensitive information disclosed during the engagement. Confidential information shall not be shared with third parties without prior written consent.
This obligation survives the termination of the Agreement and remains in effect for a period of three (3) years.
The Company implements security controls aligned with industry cybersecurity standards to protect Client data. These controls include encryption, access management, monitoring, and incident response procedures.
The Client retains ownership of all data provided to or generated through our services. Upon termination, the Company will return or securely destroy Client data as directed.
In the event of a security incident affecting Client data, the Company will notify the Client promptly and cooperate in investigation and remediation efforts.
The Company warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.
Except as expressly stated, all services are provided "as is" without warranties of any kind, whether express or implied, including implied warranties of merchantability or fitness for a particular purpose.
The Company's total liability for any claim arising from or related to the services shall not exceed the fees paid by the Client in the twelve (12) months preceding the claim.
In no event shall either party be liable for indirect, incidental, consequential, or punitive damages, including lost profits or data loss, regardless of the cause of action.
Each party agrees to indemnify and hold harmless the other party from claims, damages, and expenses arising from the indemnifying party's breach of these terms, negligence, or willful misconduct.
The term of service is defined in the applicable Agreement. Either party may terminate with thirty (30) days written notice unless the Agreement specifies a different notice period.
Either party may terminate immediately upon written notice if the other party materially breaches these terms and fails to cure the breach within fifteen (15) days of notification.
Upon termination, the Client shall pay for all services rendered through the termination date. Provisions relating to confidentiality, liability, and indemnification survive termination.
Neither party shall be liable for delays or failures in performance caused by events beyond reasonable control, including natural disasters, government actions, utility failures, cyberattacks, or pandemics.
The parties agree to attempt to resolve disputes through good-faith negotiation. If negotiation fails, disputes shall be resolved through binding arbitration in accordance with applicable rules.
Each party shall bear its own costs and attorney fees unless the arbitrator determines otherwise.
These terms shall be governed by and construed in accordance with the laws of the state in which the Company is incorporated, without regard to conflict of law principles.
The Company may update these terms from time to time. Material changes will be communicated to active Clients at least thirty (30) days before they take effect.
Continued use of our services after changes take effect constitutes acceptance of the updated terms.
These Terms and Conditions, together with the applicable Agreement, constitute the entire understanding between the parties and supersede all prior discussions, representations, and agreements.
Questions about these terms should be directed to our contact page at nerdworks.io/contact.