Terms of Service
Effective Date: 13 July 2026
1. Introduction and acceptance of terms
These Terms of Service ("Terms") govern your access to and use of the services provided by Northbridge Marketing Automation Ltd, a marketing-automation services provider with its registered business address at Northbridge Automation, 14 Leman Street, London E1 8FA, United Kingdom ("Northbridge Marketing Automation Ltd", "we", "us", or "our").
By engaging our services, signing a proposal or statement of work, making any payment, or otherwise using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use our services.
If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms.
2. Scope of services
Northbridge Marketing Automation Ltd provides marketing automation services, which may include, without limitation:
- Marketing automation strategy and planning;
- Email campaign automation;
- Lead nurturing workflow design;
- CRM and platform integration;
- Customer segmentation and audience journeys;
- Implementation support, configuration, testing, optimisation, and related advisory services.
Any specific deliverables, timelines, fees, assumptions, dependencies, and service boundaries will be set out in a proposal, order form, statement of work, service agreement, or similar written document ("Service Order"). In the event of any conflict, the Service Order will prevail over these Terms to the extent of that conflict.
We may rely on third-party tools, software, platforms, and services in delivering the services. We do not control third-party providers and are not responsible for their availability, performance, or changes to their functionality, policies, or pricing.
3. User obligations and responsibilities
You agree to:
- Provide accurate, complete, and timely information, materials, approvals, and access necessary for us to deliver the services;
- Ensure that all content, data, customer lists, and materials you provide are lawfully obtained and do not infringe any third-party rights;
- Maintain appropriate backups of your data and systems;
- Promptly review deliverables, test workflows, and notify us of issues or required changes;
- Comply with all applicable laws, regulations, and industry rules relating to your business, including laws governing marketing communications, consumer protection, and data protection;
- Obtain all necessary consents, permissions, and authorisations required for email marketing, audience segmentation, CRM usage, and related processing activities where such responsibilities are yours;
- Keep your login credentials, API keys, and access controls secure and confidential.
You must not use our services:
- for unlawful, misleading, or fraudulent purposes;
- to send spam or unsolicited communications in breach of applicable law;
- to infringe intellectual property rights or privacy rights;
- to introduce malware, malicious code, or unauthorized access into systems;
- in a way that disrupts, damages, or impairs third-party systems or our services.
4. Payment terms and conditions
Fees, billing arrangements, and payment milestones will be stated in the applicable Service Order. Unless otherwise agreed in writing:
- All fees are stated exclusive of taxes, duties, and charges, which may be added where applicable;
- Invoices are due within 14 days of the invoice date;
- We may suspend services if any undisputed invoice remains unpaid after its due date;
- You are responsible for bank charges, transfer fees, and currency conversion costs incurred by you;
- Any estimate or quote is valid for the period stated in the Service Order or, if none is stated, for 30 days from issue.
Unless otherwise specified, recurring services may be billed in advance. Additional work outside the agreed scope may be charged at our then-current rates or as otherwise agreed in writing.
If you dispute an invoice, you must notify us in writing within 7 days of receipt, clearly identifying the disputed amount and the reasons for the dispute. You must pay any undisputed portion by the due date.
5. Cancellation and refund policy
Either party may terminate a Service Order in accordance with the notice period stated in that Service Order. If no notice period is specified, either party may terminate for convenience by giving 30 days' written notice.
We may suspend or terminate services immediately if:
- you fail to pay amounts due;
- you materially breach these Terms or a Service Order;
- you provide unlawful instructions or materials;
- required access, approvals, or cooperation are not provided within a reasonable time.
Unless otherwise required by law or expressly stated in a Service Order, fees paid are non-refundable, including fees for partially completed work, time reserved, planning, discovery, configuration, and services already delivered.
If you cancel after work has begun, you remain responsible for all work performed and committed costs incurred up to the effective date of cancellation, including any non-cancellable third-party charges.
Any refund, if approved by us in writing, will be limited to amounts we determine have been overpaid for undelivered services, less reasonable costs already incurred.
6. Liability limitations
To the fullest extent permitted by applicable law:
- We do not guarantee specific business outcomes, including sales, leads, revenue, deliverability, open rates, click-through rates, or conversion rates;
- Our services are provided on an "as is" and "as available" basis, subject to any express obligations in a Service Order;
- We are not liable for issues caused by third-party platforms, internet outages, software failures, data inaccuracies, or actions/omissions by you or your vendors;
- We are not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profit, revenue, goodwill, anticipated savings, business opportunity, or data, arising from or in connection with the services or these Terms.
To the fullest extent permitted by law, our total aggregate liability arising out of or in connection with these Terms, any Service Order, or the services, whether in contract, tort (including negligence), misrepresentation, restitution, or otherwise, shall not exceed the total fees paid or payable to Northbridge Marketing Automation Ltd under the relevant Service Order in the 3 months immediately preceding the event giving rise to the claim.
Nothing in these Terms excludes or limits liability where it would be unlawful to do so, including liability for fraud or fraudulent misrepresentation, or any liability that cannot be excluded under applicable law.
7. Intellectual property rights
As between the parties, each party retains ownership of its pre-existing intellectual property, tools, systems, methods, templates, software, trademarks, and know-how.
Upon full payment of all undisputed fees due for the relevant deliverables, and subject to any third-party licence terms, you will own the final bespoke deliverables expressly identified as transferable in the applicable Service Order, excluding our pre-existing materials, general methodologies, frameworks, reusable components, and underlying technical know-how.
We grant you a limited, non-exclusive, non-transferable licence to use any of our pre-existing materials incorporated into the deliverables solely as necessary for your internal business use of the deliverables, unless otherwise agreed in writing.
You grant Northbridge Marketing Automation Ltd a non-exclusive, royalty-free licence to use your data, content, trademarks, and materials solely to the extent necessary to perform the services, provide support, and maintain records.
Unless expressly authorised in writing, neither party may use the other party's name, logo, or trademarks for publicity, marketing, or endorsement purposes.
8. Data protection and privacy
Each party shall comply with applicable data protection and privacy laws in connection with the services.
Where Northbridge Marketing Automation Ltd processes personal data on your behalf as a processor or service provider, the parties shall cooperate in good faith to enter into any required data processing terms, including provisions relating to subject matter, duration, nature and purpose of processing, types of personal data, categories of data subjects, and security measures.
You are responsible for ensuring that you have a lawful basis for any personal data you provide to us and for any marketing communications or automation activities you direct us to implement, including any necessary notices, consents, opt-out mechanisms, and suppression list management where applicable.
We will implement appropriate technical and organisational measures designed to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access, taking into account the nature of the processing and the risks involved.
Details about how we handle personal data may be set out in our privacy notice, which may be made available separately.
9. Force majeure
Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent caused by events beyond its reasonable control, including acts of God, fire, flood, epidemic, pandemic, war, terrorism, civil unrest, labour disputes, power outages, internet or telecommunications failures, governmental action, or third-party platform outages ("Force Majeure Event").
The affected party shall promptly notify the other party of the Force Majeure Event and use reasonable efforts to mitigate its effects and resume performance as soon as reasonably practicable. If a Force Majeure Event continues for more than 30 days, either party may terminate the affected Service Order on written notice without liability for such termination, except for amounts accrued prior to termination.
10. Changes to terms
We may update or revise these Terms from time to time to reflect changes in our services, operations, legal requirements, or business practices. The updated Terms will take effect on the date stated in the revised version or, if no date is stated, when published or otherwise communicated to you.
If you continue using our services after the updated Terms take effect, you will be deemed to have accepted the revised Terms. If you do not agree to the changes, you must cease using the services and may terminate the relevant Service Order in accordance with its terms.
11. Applicable law and jurisdiction
These Terms and any dispute or claim arising out of or in connection with them, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of England and Wales.
The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or the services, subject to any mandatory rights or statutory protections that apply and cannot be waived.
12. Contact information
If you have any questions, complaints, or notices relating to these Terms or the services, please contact us using the details below:
- Northbridge Marketing Automation Ltd
- Address: Northbridge Automation, 14 Leman Street, London E1 8FA, United Kingdom
- Email: [email protected]
- Phone: +44 20 7946 8135
13. Severability clause
If any provision of these Terms is held to be invalid, unlawful, or unenforceable by a court or competent authority, that provision shall be deemed modified to the minimum extent necessary to make it valid, lawful, and enforceable, or, if that is not possible, it shall be deemed severed from these Terms.
The remaining provisions shall continue in full force and effect. Any invalid or unenforceable provision shall be interpreted, to the extent possible, to reflect the original intent of the parties.