Quickstart Services Agreement

This Quickstart Services Agreement (this “Agreement”) is between Cloud Nerd LLC, a Texas limited liability company (“Cloud Nerd”), and the customer identified on the accompanying order form or invoice (“Customer”). It governs each fixed-fee Quickstart engagement Customer purchases from Cloud Nerd (each, a “Quickstart”). By signing an order form, paying an invoice, or accepting Quickstart services, Customer agrees to this Agreement.

This Agreement is intentionally short. It is built for a single fixed-fee, fixed-scope engagement, not an ongoing subscription. If Customer later signs up for Cloud Nerd’s POD managed services, that engagement is governed by the separate POD Services Master Services Agreement, not this one.

1. What a Quickstart Is

A Quickstart is a defined package of implementation work, described in the order form or proposal Customer receives before paying (the “Order Form”). The Order Form states the deliverables, the fixed fee, and the target timeline. The Order Form is part of this Agreement. If anything in the Order Form conflicts with this Agreement, the Order Form controls for that specific engagement.

Quickstarts are fixed price and fixed scope. Work outside the Order Form’s stated deliverables is out of scope and is handled under Section 5 (Change Requests), not performed automatically.

2. Fees and Payment

1. 1.The fee for a Quickstart is the flat amount stated in the Order Form. It is due in full before Cloud Nerd begins work, unless the Order Form states a different payment schedule.
2. 2.Payment is due by credit card or ACH transfer. Fees are non-refundable once work begins, except for the limited breach remedy in Section 9.
3. 3.Fees do not include sales, use, or similar taxes. Customer is responsible for those, other than taxes on Cloud Nerd’s income.
4. 4.Late payments accrue interest at 1.5% per month or the highest rate allowed by law, whichever is lower.

3. What Cloud Nerd Delivers

Cloud Nerd will perform the work described in the Order Form using a senior architect and delivery team, in a professional and workmanlike manner consistent with standard industry practice. Cloud Nerd will use commercially reasonable efforts to meet the target timeline in the Order Form, but the timeline is a good-faith target, not a guaranteed delivery date, because delivery also depends on Customer’s cooperation under Section 4.

Cloud Nerd may use artificial intelligence and automation tools to help deliver the work. Cloud Nerd remains responsible for the quality of what it delivers regardless of the tools used, and will not send Customer’s sensitive data (like credentials, personal information about Customer’s customers or employees, or confidential business data) to third-party AI tools without Customer’s consent.

4. What Customer Provides

To keep a fixed-fee, fixed-timeline engagement on track, Customer agrees to:

• Name one point of contact authorized to make decisions and approvals for the engagement.
• Respond to reasonable requests for information, access, credentials, or approvals within two business days.
• Provide timely access to the systems, data, and people needed to do the work.

If Customer’s delays push the engagement past the target timeline, that delay does not reduce the fee, and Cloud Nerd is not responsible for missed dates caused by that delay.

5. Change Requests

If Customer wants work beyond what the Order Form describes, Cloud Nerd will provide a written estimate of the added fee and timeline impact. That additional work only begins once both parties agree to it in writing (including by email). Cloud Nerd has no obligation to perform out-of-scope work without that agreement.

6. Review and Acceptance

When Cloud Nerd delivers the Quickstart’s work product, Customer has five business days to either accept it or send specific, written feedback tying any concern to the deliverables described in the Order Form. If Customer does not respond within five business days, the work is deemed accepted. Feedback unrelated to the Order Form’s stated deliverables is treated as a change request under Section 5, not a rejection.

7. Our Warranty

Cloud Nerd warrants that the deliverables will substantially conform to the Order Form until Customer accepts them under Section 6. Acceptance (whether affirmative or deemed by the five-business-day silence rule in Section 6) is final and closes out this warranty. Once work is accepted, Cloud Nerd has no further obligation to fix, redo, or refund any part of it under this Agreement; any further work is a new engagement or a change request under Section 5.

Outside of this warranty and the basic promises in Section 8, Cloud Nerd makes no other warranties, express or implied, including any warranty of merchantability or fitness for a particular purpose. Cloud Nerd does not warrant third-party software, platforms, or AI tools used or configured as part of the work; those are covered by the third party’s own terms.

8. Basic Promises

Each party promises that it is properly organized, has the authority to sign this Agreement, and that signing it does not violate another agreement or the law.

9. Term; No Cancellation

This Agreement lasts as long as needed to complete the Quickstart described in the Order Form, through acceptance under Section 6.

Because the fee is fixed and paid up front for a defined, short-duration engagement, Customer may not cancel a Quickstart for convenience once Cloud Nerd has begun work, and no refund is owed on account of cancellation, Customer’s change in plans, or Customer’s decision to stop engaging with the work. This Agreement does not include a right of cancellation or a cooling-off period.

If Cloud Nerd materially breaches this Agreement and does not fix it within 15 days of written notice, Customer may terminate the engagement and Cloud Nerd will refund the unearned portion of the fee for work not yet delivered. This is Customer’s only right to end the engagement early, and its only remedy for Cloud Nerd’s uncured breach.

10. Who Owns What

Customer owns anything it gives Cloud Nerd to do the work (data, content, credentials, and similar materials).

Once Customer pays the fee in full, Cloud Nerd assigns to Customer all rights in the custom deliverables built specifically for Customer under the Order Form.

Cloud Nerd keeps its own pre-existing tools, templates, frameworks, and know-how, even if they show up inside the deliverables. Cloud Nerd gives Customer a permanent, royalty-free license to keep using that embedded material as part of the deliverables for Customer’s own business.

Third-party software, platforms, and AI tools are licensed directly from their own providers under their own terms. Cloud Nerd is not a party to those licenses.

11. Confidentiality

Each party will keep the other’s non-public information confidential, use it only to carry out this Agreement, and protect it with reasonable care. This does not cover information that is already public, already known, independently developed, or lawfully received from someone else. Either party may disclose confidential information if required by law, after giving the other party notice when it is legally allowed to do so. This obligation lasts for three years after the engagement ends.

12. Liability

Neither party is liable to the other for indirect, incidental, special, or consequential damages, including lost profits or lost data, even if warned they were possible.

Each party’s total liability under this Agreement is capped at the total fees Customer actually paid for the Quickstart engagement giving rise to the claim. This cap does not apply to a party’s confidentiality breach, willful misconduct, fraud, intellectual property infringement, or Customer’s payment obligations.

13. Insurance

Cloud Nerd carries commercial general liability and professional liability (errors and omissions) insurance and will provide a certificate on request.

14. General Terms

• Governing law: This Agreement is governed by Texas law. Any lawsuit must be brought in the state or federal courts in Williamson County, Texas, and each party agrees to that location.
• Independent contractors: Cloud Nerd and Customer are independent businesses. This Agreement does not create a partnership, joint venture, or employment relationship.
• Assignment:Neither party may transfer this Agreement to someone else without the other’s written consent, except in connection with a merger, acquisition, or sale of the business.
• Force majeure: Neither party is responsible for delays caused by events genuinely outside its control (natural disasters, government orders, internet or infrastructure outages, and similar events), though payment already owed for completed work is still due.
• Entire agreement: This Agreement plus the Order Form is the whole deal between the parties for the Quickstart. It replaces any earlier discussions or proposals on the same subject. It can only be changed in writing, signed or confirmed by email by both parties.
• No waiver:If either party doesn’t enforce a term one time, that doesn’t give up the right to enforce it later.
• If a court finds part of this Agreement unenforceable, the rest still stands.