These Terms of Service (the “Terms”) govern your access to and use of consulting and related services (the “Services”) provided by Construction Nerds Consulting (“Construction Nerds Consulting”, “we”, “us”, or “our”). By requesting, purchasing, or using our Services, you (“Client”, “you”, or “your”) agree to be bound by these Terms.
If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, do not use our Services.
Construction Nerds Consulting provides professional consulting services to participants in the construction industry, which may include but are not limited to: process and workflow analysis, project controls and scheduling support, technology implementation and training, data and reporting strategy, and general operational advisory services. The specific scope, deliverables, timelines, and fees for a particular engagement will be set out in one or more written proposals, statements of work, or engagement letters (each an “Order Document”).
Your engagement of our Services becomes effective when you accept an Order Document referencing these Terms or otherwise indicate your agreement in writing (including email) or by proceeding with the Services. In the event of any conflict between these Terms and an Order Document, the Order Document will control solely with respect to the conflicting matter for that engagement; all other provisions of these Terms remain in full force and effect.
Construction Nerds Consulting provides advisory and consulting services only. We do not provide legal, engineering, architectural, accounting, or other licensed professional services, and nothing in our Services should be construed as such. You remain solely responsible for obtaining appropriate advice from qualified professionals and for ensuring compliance with applicable laws, building codes, safety regulations, and professional standards on any project where our recommendations are used.
To enable us to deliver the Services effectively and on schedule, you agree to:
Fees for the Services will be specified in the applicable Order Document and may be based on time and materials, fixed fees, retainers, or other agreed structures. Unless otherwise stated in the Order Document:
If you request changes to the scope, deliverables, assumptions, or timeline for an engagement, or if there are delays or issues outside our reasonable control (including your failure to meet the responsibilities set out in these Terms or the Order Document), we may adjust our fees, schedule, and approach accordingly. Any material change will be documented and agreed in writing (including email) before we proceed. Additional services not expressly described in the Order Document will be billed at our then-current rates, unless otherwise agreed.
As between the parties, Construction Nerds Consulting retains all right, title, and interest in and to any methodologies, tools, know-how, templates, software, and other materials developed or used by us in connection with the Services, including any improvements or modifications thereto (the “CNC Materials”). Upon your payment in full of all applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable license to use the deliverables expressly identified in the Order Document for your internal business purposes only.
You agree not to sell, license, or otherwise commercially exploit the CNC Materials or our deliverables for the benefit of third parties without our prior written consent. Nothing in these Terms transfers ownership of either party’s pre-existing intellectual property to the other party.
Each party may have access to information of the other party that is confidential or proprietary (“Confidential Information”). Confidential Information includes non-public business, technical, financial, and project information, and any information designated as confidential or that a reasonable person would understand to be confidential. Each party agrees to use the other party’s Confidential Information solely for purposes of fulfilling its obligations under these Terms and to protect such Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.
Confidential Information does not include information that (a) is or becomes publicly available without breach of these Terms, (b) was lawfully known to the receiving party before disclosure, (c) is received from a third party without restriction and without breach of any obligation, or (d) is independently developed without use of the disclosing party’s Confidential Information. A party may disclose Confidential Information to the extent required by law or court order, provided it gives the disclosing party reasonable prior notice (where legally permitted) and cooperates in any effort to limit or protect the disclosure.
To the extent we process personal data on your behalf in connection with the Services, we will do so in accordance with applicable data protection laws and any separate data processing terms that may be agreed between us in writing. You are responsible for ensuring that you have all necessary rights, consents, and notices in place to lawfully share personal data with us for the purposes of the Services. We will implement reasonable technical and organizational measures designed to protect information we process from unauthorized access, use, or disclosure, taking into account the nature of the Services and the information involved.
We will perform the Services in a professional and workmanlike manner, using personnel with appropriate skills and experience for the tasks assigned. Your exclusive remedy for any breach of this warranty is, at our option, (a) re-performance of the affected Services, or (b) a refund of the fees you actually paid for the non-conforming Services.
Except as expressly set out in these Terms, the Services and any deliverables are provided “as is” and “as available”, and we expressly disclaim all other warranties of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that any particular business outcome, cost savings, schedule performance, or project result will be achieved through the use of our Services or recommendations.
To the maximum extent permitted by law, neither party will be liable to the other for any lost profits, loss of revenue, loss of data, business interruption, or any indirect, incidental, special, consequential, or punitive damages arising out of or related to these Terms or the Services, even if advised of the possibility of such damages and regardless of the theory of liability.
Except for your payment obligations and each party’s indemnification obligations, each party’s total aggregate liability arising out of or relating to these Terms and the Services, whether in contract, tort (including negligence), or otherwise, will be limited to the total fees actually paid by you to Construction Nerds Consulting under the applicable Order Document giving rise to the claim during the twelve (12) month period immediately preceding the event giving rise to the claim.
You agree to indemnify, defend, and hold harmless Construction Nerds Consulting and its owners, employees, and contractors from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) your use of the Services or deliverables in violation of these Terms or applicable law, (b) any information, materials, or instructions provided by you, or (c) any project or worksite decisions or actions taken by you or your contractors, regardless of whether those decisions relied on our recommendations.
These Terms apply to each engagement from the date you first agree to them and continue until all Services under all active Order Documents have been completed, terminated, or expired. Either party may terminate an engagement for material breach by the other party if such breach is not cured within thirty (30) days after written notice describing the breach in reasonable detail.
You may also terminate an engagement for convenience upon written notice, subject to payment of all fees and expenses incurred through the effective date of termination, including any non-cancellable commitments and, if specified in the Order Document, any early termination or ramp-down fees. We may suspend or terminate the Services immediately upon notice if you fail to pay amounts due, become insolvent, or engage in unlawful or unethical activity in connection with a project that materially impacts our ability to perform the Services.
During the term of an engagement and for twelve (12) months thereafter, neither party will knowingly solicit for employment any employee or key contractor of the other party who was materially involved in the Services, without the other party’s prior written consent. This restriction does not apply to general solicitations not specifically targeted to the other party’s personnel.
Unless otherwise stated in an Order Document or restricted by a separate confidentiality agreement, you grant us the right to use your name, logo, and a high-level description of the Services provided as part of our marketing materials, website, and capability presentations. We may also develop anonymous or aggregated case studies and benchmarks based on the Services, provided such materials do not disclose your Confidential Information or identify you without your prior consent where required.
These Terms and any disputes arising out of or relating to them or the Services will be governed by and construed in accordance with the laws of the jurisdiction in which Construction Nerds Consulting is organized, without regard to its conflict of law principles. The parties will first attempt in good faith to resolve any dispute through informal discussions between executives. If the dispute is not resolved within thirty (30) days, either party may pursue available remedies in the courts located in that jurisdiction, and each party hereby consents to the personal jurisdiction and venue of such courts.
We may update these Terms from time to time to reflect changes in our Services, business, or applicable law. When we make material changes, we will post the updated Terms to our website and update the “Last Updated” date below. The revised Terms will apply to new engagements and, if you continue to use the Services after the effective date of the updated Terms, to ongoing engagements unless otherwise agreed in writing. If you do not agree to the updated Terms, you must notify us and may not continue to use the Services after the effective date, except to wind down existing work under previously agreed terms if mutually agreed.
a) Entire Agreement. These Terms together with the applicable Order Documents constitute the entire agreement between the parties with respect to the subject matter and supersede all prior or contemporaneous understandings, proposals, or agreements, whether written or oral.
b) Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or agency relationship between the parties, and neither party has authority to bind the other.
c) Assignment. You may not assign or transfer these Terms or any engagement, by operation of law or otherwise, without our prior written consent. We may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of our assets.
d) Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect and will be interpreted to best effectuate the original intent of the parties.
e) Waiver. No waiver of any provision of these Terms will be effective unless in writing and signed by the waiving party. A waiver of any default is not a waiver of any other default.
Last Updated: January 11, 2026
If you have any questions about these Terms or our Services, please contact Construction Nerds Consulting using the contact details provided on our website or through your usual account representative.