Nerd Digital | Terms and Conditions

Welcome to Nerd

These Standard Terms and Conditions shall apply to any Service Agreement(s), proposals, or statements of work (“the Agreement”) entered into with Nerd Limited (a company registered in England and Wales under company number 10700961, VAT registration number GB353691972, whose registered office is at 18A Kingswood Road, Bromley, BR2 0NJ, and principal operational office is at 3 Elmsfield Road, Bromley, BR1 1LW), trading as “Nerd Digital” (“the Supplier”).

The Service(s) shall mean any digital marketing, web design, development, hosting, consulting, or related service that the Supplier is contracted to perform for the Client. No services will be provided or implied unless specifically set out in the Agreement. If there should be any ambiguity or discrepancy between the terms in the Agreement and the terms set out in this document, the terms in the Agreement will prevail, except where expressly stated to the contrary within these Standard Terms and Conditions.

1. Company Information, Trading Identity, and Authorised Communications

1.1 Trading Identity & Corporate Details: “Nerd Digital” is a commercial trading name of Nerd Limited. All legal, commercial, and operational contracts are entered into exclusively by Nerd Limited.

Registered Company Name: Nerd Limited
Company Registration Number: 10700961 (Registered in England and Wales)
VAT Registration Number: GB353691972
Registered Office: 18A Kingswood Road, Bromley, BR2 0NJ
Principal Trading & Operational Office: 3 Elmsfield Road, Bromley, BR1 1LW (primary location for client meetings, operational work, and postal correspondence)

1.2 Official Channels: The Supplier conducts all official business, recruitment, marketing, and client communications exclusively through:

(a) The official website located at https://nerddigital.co.uk
(b) Official corporate email addresses ending strictly with the domain @nerddigital.co.uk; and
(c) Its verified physical business premises at 3 Elmsfield Road, Bromley, BR1 1LW.

1.3 Fraud and Impersonation Disclaimer:

(a) The Supplier is not affiliated, associated, or connected in any manner with any other domain, website, organisation, or entity using the name “Nerd Limited” or variants thereof, including but not limited to the domain nerdlimited.com or any variations thereof
(b) The Supplier does not conduct recruitment, issue employment offers, or solicit payments via generic email providers (such as Gmail, Hotmail, or Yahoo), messaging platforms (such as Telegram or WhatsApp), or unauthorised third-party websites.
(c) The Supplier accepts no liability whatsoever for any loss, damage, theft, fraud, or misrepresentation suffered by any party as a result of fraudulent communications, fake employment offers, or commercial solicitations initiated by unauthorised third parties impersonating the Supplier or misusing its registered corporate name.

2. Performance

2.1 The Supplier shall perform the Service(s) with reasonable care and skill, in accordance with generally recognised commercial practices and standards in the digital marketing and technology industry, and in compliance with all English laws and regulations applicable to the provision of the Service(s).

2.2 Any dates or milestones quoted for the delivery of the Service(s) are estimates only. While the Supplier will use all reasonable commercial endeavours to meet agreed deadlines, time shall not be of the essence in respect of performance or delivery.

3. Representations and Authorities

3.1 The Client authorises the Supplier to access their online accounts and systems and will provide administrative credentials, API access, and login details in a timely manner when reasonably needed to perform the Service(s). These accounts may include, but are not limited to, web hosting, content management systems (CMS), advertising platforms, analytics suites, CRM systems, ERP platforms, and social media channels.

3.2 The Client confirms and warrants that any system, platform, or account to which the Supplier is given access has not been compromised, hacked, defaced, or infected with malicious software prior to the commencement of the Agreement.

3.3 The Client warrants that any of their employees, agents, or contractors assisting or instructing the Supplier possess the necessary commercial authority and technical skills to bind the Client.

3.4 The Client confirms and warrants that any text, graphics, photographs, designs, trademarks, brand assets, code, data, and artwork supplied to the Supplier in connection with the Agreement are owned by the Client or that the Client has obtained all necessary licences, clearances, and permissions from the rightful owners. The Client grants the Supplier a non-exclusive, worldwide, royalty-free licence to use, reproduce, modify, and display these items for the duration and purpose of delivering the Service(s).

3.5 The Client warrants that all facts, marketing claims, product descriptions, pricing details, and commercial offers provided to the Supplier are accurate, balanced, substantiated, and in no way misleading under applicable law.

3.6 The Client warrants that it has not relied on any representations, warranties, or commitments made by or on behalf of the Supplier save as expressly set out in this Agreement.

4. Approvals and Client Cooperation

4.1 Where the Supplier submits deliverables, text, creative design mock-ups, campaigns, or website modifications to the Client for approval, the Client shall review and provide written approval or constructive written feedback within five (5) working days (or such other period agreed in writing).

4.2 If the Client expressly waives the right to review, or fails to provide feedback within the agreed timeframe, the relevant work or amendment shall be deemed approved by the Client, and the Supplier may proceed with deployment, publication, or the next project milestone.

4.3 The Supplier shall not be held liable for any delay, loss, or expense arising directly or indirectly from the Client’s failure to provide timely approvals, content, access credentials, or instructions.

5. Creative and Design Services (Subjectivity and Consensus)

5.1 The Client acknowledges and agrees that graphic design, web design, creative direction, copy styling, and visual aesthetics are inherently subjective commercial arts. While the Supplier shall deploy professional expertise to interpret the Client’s brief, the Supplier cannot warrant that final creative outputs will satisfy an aesthetic preference that was not objectively detailed in the agreed project brief.

5.2 Unless otherwise specified in the Agreement, project fees for design deliverables include up to two (2) rounds of constructive revisions based on the original project brief. Revisions requested outside or beyond the original brief, or after sign-off of wireframes or design concepts, will be treated as out-of-scope work and quoted at the Supplier’s standard hourly rates.

5.3 If, following reasonable iterative revisions, the parties reach a genuine creative impasse and cannot achieve mutual consensus on a design direction:

(a) Either party may terminate the specific design component of the Service(s) upon written notice;
(b) The Supplier shall immediately cease work on the disputed design deliverable;
(c) The Client shall be invoiced solely for the actual hours worked and unrecoverable third-party expenses incurred by the Supplier up to the date of cessation, calculated in accordance with the Supplier’s prevailing hourly rates (or pro-rated against the fixed project milestone); and
(d) Upon payment of the invoiced balance, neither party shall have further liability to the other in respect of that specific design deliverable, and the Supplier shall not be required to assign copyright in unfinished, unapproved conceptual drafts.

6. Website Performance, Page Speed, and Device Compatibility

6.1 The Supplier designs and develops websites, landing pages, and digital tools in accordance with modern web standards, aiming for high performance, accessibility, responsive presentation, and clean code architecture.

6.2 The Supplier tests digital deliverables across current, officially supported versions of major “evergreen” web browsers (Google Chrome, Apple Safari, Microsoft Edge, and Mozilla Firefox) on modern desktop, tablet, and mobile viewport resolutions. The Supplier does not warrant identical visual rendering or performance on legacy, unsupported, or obsolete browsers, operating systems, or devices.

6.3 The Client acknowledges and agrees that website speed, load times, Core Web Vitals, and interactive performance cannot be guaranteed as an absolute metric, as real-world performance is dependent on variables beyond the Supplier’s control, including:

(a) The end-user’s local internet connection, bandwidth, Wi-Fi latency, cellular signal strength, or network congestion;
(b) Hardware limitations, processor capabilities, memory constraints, and browser caching of the end-user’s device;
(c) Network routing, DNS resolution, and infrastructure latency of third-party Internet Service Providers (ISPs) and telecoms carriers; and
(d) Third-party tracking scripts, tags, analytics containers, pixels, embeds, or marketing code (including but not limited to Google Tag Manager, Meta Pixel, heatmap tools, and live chat widgets) deployed on the website at the Client’s direction or after initial launch.

6.4 The Supplier shall have no liability for perceived latency, performance drops, or rendering discrepancies attributable to any of the external factors set out in Clause 6.3.

7. Payment Terms

7.1 The Client shall pay each invoice submitted by the Supplier, in full and in cleared funds, within seven (7) days of the invoice date. Work on new projects or subsequent project phases shall not commence until the preceding invoice has been settled in full.

7.2 Invoices are payable without any deduction, withholding, set-off, or counterclaim.

7.3 If any payment becomes overdue, the Supplier reserves the right to:

(a) Charge statutory interest and compensation on the overdue balance pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 at the rate of 8% per annum above the Bank of England base rate, calculated daily from the due date until payment is cleared;
(b) Suspend the performance of any or all ongoing Service(s), access to hosting environments, or live advertising campaigns upon giving forty-eight (48) hours’ written notice; and
(c) Retain possession of any digital assets, intellectual property, and access credentials until all outstanding sums, interest, and debt recovery costs are cleared in full.

8. Internet Data and Communications

8.1 The Client acknowledges that the transmission of data across the public internet is inherently open. While the Supplier implements commercially reasonable industry safeguards, the Supplier shall not be held liable to the Client for any direct, indirect, or consequential loss sustained as a result of data loss, corruption, misuse of information by third parties, or viruses, trojans, and malicious code transmitted across open channels beyond the Supplier’s direct firewall and cloud boundaries.

9. Search Engine Optimisation (SEO) Services

9.1 The Supplier aims to improve organic visibility, technical site health, and search traffic using recognised white-hat industry methodologies. However, the Client acknowledges that search engine algorithms, ranking factors, and indexation policies are controlled solely by third parties (including Google, Microsoft Bing, and other directory providers).

9.2 The Supplier does not guarantee specific ranking positions, keyword placements, or traffic volumes. Any search engine or directory, in their sole discretion, may alter its policies or exclude the Client’s website(s) or content at any time.

9.3 The Client accepts that independent modifications to website structure, copy, canonical tags, or metadata carried out without the Supplier’s prior review may affect search engine placements. Remedial work required to restore search rankings following such independent changes will be subject to a separate quotation. The Supplier does not implement deceptive or “black-hat” SEO practices, and will not do so even if requested.

10. Social Media Services

10.1 The Client recognises that it is commercially impractical for the Supplier to seek prior written approval for every individual post, comment, or interaction published across social media channels on the Client’s behalf, and agrees that such individual approvals are unnecessary unless expressly mandated in an agreed schedule.

10.2 The Client may request changes to social media content at any time in writing, and the Supplier reserves the right to levy reasonable additional charges for out-of-scope modifications.

10.3 The Supplier reserves the right to withhold, edit, or remove any content or postings that it reasonably considers to be defamatory, unlawful, offensive, in breach of third-party intellectual property, or contrary to the applicable platform’s terms of service.
10.4 The Supplier shall not be responsible for any errors in postings or unsatisfactory results that are not notified to it in writing, nor for errors that were approved by, or were the fault of, the Client or an external third party.

11. Security and Remediation Services

11.1 Where the Service(s) relate to repairing hacked websites, patching vulnerabilities, or removing malware, the Supplier shall restore the site to a clean state with recommended baseline security configurations.

11.2 The Supplier does not warrant or guarantee that any website, server, or application will remain permanently immune to future security breaches, brute-force intrusions, zero-day vulnerabilities, or re-infection, particularly where third-party software, themes, or plug-ins are left unpatched by the Client.

12. Pay-Per-Click (PPC) and Paid Media Advertising Management

12.1 The Supplier shall invoice the Client for management, setup, and optimisation fees as specified in the Agreement. The Client is responsible for ensuring that an adequate advertising budget is available and agrees to be billed directly by Google, Microsoft, Meta, LinkedIn, or other advertising networks for their media charges.

12.2 While the Supplier deploys professional expertise to optimise interaction and conversion rates based on agreed goals, the performance of paid media management does not guarantee specific commercial returns or sales results.

12.3 The Supplier accepts no liability for any detrimental effect on campaigns resulting from advertising network policy changes, algorithm modifications, ad disapprovals, account suspensions, click-fraud, or alterations made to the website or ad accounts by the Client or any third party.

13. Domain Name Registration and SSL Certificates

13.1 Where the Supplier registers domain names or procures SSL/TLS digital certificates on behalf of the Client, the Client remains responsible for adhering to the terms and conditions of the relevant naming authority (e.g. Nominet, ICANN) and certificate authorities.

13.2 While the Supplier may manage renewals where expressly contracted as an ongoing managed service, the Client assumes ultimate commercial responsibility for retaining ownership records and funding renewals. The Supplier accepts no liability for business interruption, downtime, or costs incurred as a result of an expired domain name or SSL certificate where the Client has failed to confirm renewal or settle invoices in a timely manner.

14. Hosting Services

14.1 The Supplier shall use commercially reasonable efforts to maintain hosting availability, but does not guarantee uninterrupted or fault-free operation. Hosting services may be subject to downtime for scheduled or emergency maintenance, repairs, hardware failure, or third-party telecommunications outages. Any fault must be reported to the Supplier as soon as possible by telephone or email.

14.2 The Client is strictly responsible for maintaining credentials securely and for taking independent, regular, off-site backups of their website code, databases, and assets. Backups generated by the Supplier are for internal disaster recovery only and must not be relied upon as an alternative to the Client’s own backup solutions.

14.3 The Client agrees not to use the hosting services to:

(a) Upload, store, or distribute any virus, trojan, malware, or malicious script;