Terms of Service

These terms ("Terms") govern your use of northbridge-marketing.com (the "Website") and set out the general basis on which Northbridge Marketing Ltd supplies consultancy and delivery services. By using the Website you accept these Terms.

1. Identity and contact

Northbridge Marketing Ltd, registered in England and Wales, company number 00000000, registered office Northbridge House, 8 Wellington Street, Leeds, LS1 2DH. VAT registration GB 000000000. Email [email protected].

2. Website use

You may use the Website for lawful business or personal reference. You must not breach any law in your use of it; attempt unauthorised access to it or any connected system; introduce malicious code; interfere with its availability; scrape or systematically extract content without written consent; or misrepresent your identity when contacting us. We may modify, suspend or withdraw the Website without notice and do not warrant uninterrupted availability.

3. Intellectual property

Intellectual property in the Website and its content belongs to us or our licensors. You may view and print extracts for internal reference only. Any other reproduction, republication, adaptation, distribution or commercial exploitation requires our written permission. "Northbridge Marketing" and our device mark are our trade marks.

4. Content and case data

Website content is general information, not professional advice, and must not be relied upon as such. Case figures are drawn from specific historical engagements under conditions particular to those engagements and are not a forecast or warranty of results elsewhere. We take reasonable care over accuracy but do not warrant that content is complete or current.

5. Third-party links and platforms

Links to third-party sites are for convenience only; we do not control them and accept no liability for them. Our services depend on third-party platforms including CRM, automation, analytics and advertising systems. We are not responsible for those platforms' availability, pricing, policy changes, algorithm changes or discontinuation, and any resulting effect on results or timelines is outside our control.

6. Engagement letters

Services are supplied under a separate written engagement letter incorporating a statement of work and our master services agreement (the "Agreement"). Nothing on the Website is an offer capable of acceptance, and no contract exists until the Agreement is signed by both parties. Where these Terms conflict with the Agreement, the Agreement prevails. Changes of scope are handled through written change control before work starts.

7. Fees and payment

• Fees are a flat monthly retainer or a fixed project fee, stated in the Agreement and exclusive of VAT.
• We do not charge a percentage of media spend and accept no rebates, commissions or non-monetary benefits from any platform, vendor or reseller. Where we recommend third-party software we disclose any commercial relationship, and we hold none at the date of these Terms.
• Media and software costs are contracted by the client directly with the provider wherever possible; where we pay on the client's behalf, amounts are pre-funded and recharged at cost.
• Retainers are invoiced monthly in advance; project fees per the milestones in the statement of work. Payment is due 30 days from invoice date.
• We may charge interest on overdue amounts at 4% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend services where an invoice is over 30 days overdue.

8. Client obligations and access

We rely on the client to provide timely administrative access to relevant systems; a nominated decision-maker with authority; participation from sales leadership where the engagement requires it; accurate commercial, sales and product information; timely review of deliverables; and prompt notice of material changes. Where the Agreement requires sales-side participation and it is not provided, we may pause the affected workstream after written notice. Delay or inaccuracy in these areas may affect timelines, cost and outcomes, for which we are not liable.

9. Work in client systems

Where we make changes to a client's production systems — CRM configuration, website code, tag containers, warehouse models — we work to the client's change control process where one exists, or to ours where it does not: documented change, review by a second consultant, staged deployment where the platform allows, and a rollback plan. The client remains responsible for maintaining its own backups. We are not liable for loss arising from a defect in a third-party platform or from changes made by the client or another supplier.

10. Deliverables and ownership

On payment of the relevant invoice, intellectual property in bespoke deliverables created for the client — content, models, code, documentation, campaign structures — passes to the client. Our pre-existing frameworks, templates, methodologies, tools and know-how remain ours, licensed to the client perpetually and royalty-free for its internal business use. Advertising accounts, tag containers, analytics properties, warehouses and repositories are held in the client's own name throughout.

11. No guarantee of outcome

We perform services with reasonable skill and care in accordance with good industry practice. Marketing outcomes depend on factors outside our control, including search engine and platform algorithm changes, competitor activity, market conditions, your pricing and proposition, sales capacity and execution, product availability and the accuracy of data in your systems. We therefore do not guarantee any particular ranking, traffic level, lead volume, pipeline value, conversion rate or revenue, and any projection or model output is an informed estimate rather than a warranty.

12. Confidentiality and data protection

Each party will keep the other's confidential information secret and use it only for the purposes of the Agreement, for three years after termination and indefinitely for trade secrets. Where we process personal data on the client's behalf we act as processor under an Article 28 compliant data processing agreement covering sub-processors, security measures, international transfers, assistance with data subject requests, breach notification and deletion on termination. Our own controller processing is described in our Privacy Policy.

13. Term, termination and handover

Retainers run for the initial term in the Agreement and continue until terminated by either party on 60 days' written notice. Either party may terminate immediately for material breach not remedied within 21 days of notice, or on insolvency. On termination the client pays for services performed to the termination date. We provide, at no additional charge, a documented handover including data models, stage definitions, code and credentials, plus a handover call with the client's incoming team.

14. Liability

Subject to that, and so far as the law permits: implied warranties relating to the Website are excluded; we are not liable for loss of profit, revenue, anticipated savings, business opportunity, goodwill, data or for indirect or consequential loss; our aggregate liability under an Agreement is limited to the fees paid by the client in the 12 months preceding the event giving rise to the claim; and our liability to a non-client Website user is limited to £100. We hold professional indemnity and cyber liability insurance, details available on request.

15. Force majeure

Neither party is liable for delay or failure caused by an event beyond its reasonable control, including acts of God, war, civil unrest, industrial action, epidemic, failure of utilities, networks or cloud infrastructure, cyber attack on a third party, or the withdrawal or material change of terms of a platform on which the services depend. The affected party will notify the other promptly and mitigate so far as reasonably possible.

16. General and governing law

• Entire agreement — the Agreement and these Terms supersede prior discussions on their subject matter.
• Assignment — not without written consent, save to a group company or on a sale of the business.
• Subcontracting — permitted to vetted subcontractors, for whose work we remain responsible.
• Non-solicitation — neither party will knowingly solicit the other's staff during the engagement or for six months afterwards, excluding responses to public advertisements.
• Publicity — we name no client and use no client mark without prior written approval.
• Severance and waiver — unenforceable provisions are severed; delay in enforcement is not waiver.
• Third parties — only the parties may enforce these Terms.
• Notices — in writing, by email to the addresses in the Agreement or recorded post to the registered office.

These Terms are governed by the law of England and Wales and the courts of England and Wales have exclusive jurisdiction. The parties will first attempt senior-level resolution and then mediation under the CEDR Model Mediation Procedure.