Terms of Service

Acceptance of these terms

These Terms of Service ("Terms") form a binding agreement between you and Herd of Nerds ("Herd of Nerds", "we", "us", or "our"). By visiting our website, contacting us through this site, or entering into an engagement with us, you confirm that you have read these Terms, understand them, and agree to be bound by them.

If you are accepting these Terms on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to both you and that organization.

What we do

Herd of Nerds is a software studio that builds custom software, AI-powered tools, workflow automation, system integrations, and related modernization and advisory work for businesses. The specific services we provide to you are described in a written engagement agreement, statement of work, or order form (each, an "Engagement Agreement").

We may update or improve our website at any time, and we may discontinue features or content without notice. The website itself is provided to help you learn about us and reach us — it is not a service deliverable.

Engagement agreements control

Any paid project is governed by a separate Engagement Agreement that we both sign. That document defines scope, deliverables, milestones, fees, billing cadence, change-management process, and any negotiated terms. Where these Terms and an Engagement Agreement conflict, the Engagement Agreement controls for that project.

Until we have a signed Engagement Agreement, conversations, estimates, quotes, roadmaps, and discovery materials are non-binding and do not commit either party to the work.

Your responsibilities

Good engagements are collaborative. To do our job well, we rely on you to:

• Provide timely, accurate information, access, and decisions.
• Make the right people available — typically a project sponsor and a working point-of-contact who can review and approve work.
• Review deliverables and provide actionable feedback within the windows defined in the Engagement Agreement.
• Pay invoices according to the agreed schedule, and let us know promptly about any dispute.
• Use any deliverables in a manner that complies with applicable law and respects third-party rights.

Fees and payment

Fees, billing cadence (typically milestone-based or monthly), and payment terms are set in your Engagement Agreement. Unless otherwise stated, invoices are due net fifteen (15) days from the invoice date.

Undisputed late payments may accrue interest at 1.0% per month, or the maximum rate permitted by Michigan law, whichever is lower. Any dispute about an invoice must be raised in writing within fifteen (15) days of the invoice date; otherwise, the invoice is deemed accepted.

Out-of-pocket expenses (for example, third-party software licenses, paid APIs, or infrastructure costs we incur on your behalf) are passed through at cost and only when pre-approved by you.

Intellectual property

We use the following defaults; the Engagement Agreement may modify them.

• Background IP. Each party retains ownership of its pre-existing intellectual property, including general tools, libraries, frameworks, methodologies, and know-how that we use across many engagements.
• Foreground IP. Custom deliverables created specifically for you are assigned to you upon full payment of all fees due for the relevant milestone or engagement.
• Background IP license. Where our background IP is embedded in your deliverables, we grant you a perpetual, worldwide, non-exclusive, royalty-free license to use it as part of those deliverables.
• Open source. We follow the license terms of any open-source components we incorporate and disclose them on request.
• Reusable components. Generic, non-confidential improvements we make to our own tooling and libraries during your project remain ours and may be reused for other clients, provided no client confidential information is exposed.

Confidentiality

Each party agrees to protect the other party's confidential information using at least the same degree of care it uses to protect its own confidential information, and not less than a reasonable standard of care. Confidential information includes non-public business, technical, financial, and personnel information disclosed in connection with the engagement.

Confidentiality obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known prior to disclosure, is independently developed, or is rightfully obtained from a third party. Disclosure required by law is permitted with reasonable advance notice where lawful.

Warranties and disclaimers

We warrant that we will perform our services in a professional and workmanlike manner consistent with prevailing industry standards. Any additional or deliverable-specific warranties are described in the Engagement Agreement.

Except for the express warranties in this section and in any signed Engagement Agreement, the website and all services are provided "as is" and "as available". To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

Limitation of liability

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business opportunities, or loss of data, even if advised of the possibility of such damages.

Each party's aggregate liability arising out of or related to the website, these Terms, and any related Engagement Agreement is capped at the amount of fees you paid to us in the twelve (12) months preceding the event giving rise to the claim. This cap does not apply to: (a) breaches of confidentiality, (b) a party's indemnification obligations, (c) infringement of the other party's intellectual property rights, or (d) liability that cannot be limited under applicable law.

Term and termination

Either party may terminate an Engagement Agreement for convenience on thirty (30) days' written notice, unless that agreement specifies otherwise. Either party may terminate immediately for material breach by the other party that remains uncured fifteen (15) days after written notice describing the breach.

On termination, you will pay for all services performed and out-of-pocket expenses incurred through the effective termination date. Sections that by their nature should survive termination — including intellectual property, confidentiality, disclaimers, limitation of liability, and governing law — will survive.

Governing law and venue

These Terms and any Engagement Agreement that does not specify otherwise are governed by the laws of the State of Michigan, USA, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties consent to exclusive personal jurisdiction and venue in the state and federal courts located in Michigan for any dispute arising out of or related to these Terms or any Engagement Agreement, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its confidential information or intellectual property.

Changes to these terms

We may update these Terms from time to time. When we do, we will revise the "Last updated" date at the top of this page. Material changes will be highlighted on this page for at least thirty (30) days. Your continued use of the website after a change takes effect means you accept the revised Terms; if you do not agree, please stop using the website. Engagement Agreements are amended only by signed writing.

Contact us

Questions about these Terms? Reach us at hello@herdofnerds.io and we will be happy to walk through anything that is unclear.