Terms of Service

Effective Date: 8 July 2026

These Terms of Service ("Terms") govern the provision of services by Northbridge Account-Based Marketing Ltd ("Northbridge Account-Based Marketing Ltd", "we", "us", or "our") to any client, customer, or other person or entity engaging our services ("you" or "your").

By instructing us, signing a proposal or statement of work, paying an invoice, or otherwise using our services, you agree to be bound by these Terms. If you do not agree, you must not use our services.

1. Introduction and Acceptance of Terms

These Terms apply to all services provided by Northbridge Account-Based Marketing Ltd, a company operating in the account-based-marketing sector, including but not limited to ABM strategy development, target account selection and segmentation, multi-channel campaign planning and execution, personalised content and messaging, sales and marketing alignment workshops, and account engagement reporting and analytics.

Where we provide services under a proposal, quotation, statement of work, order form, or similar document, those documents shall be read together with these Terms. If there is any conflict, the order of precedence shall be: (1) the signed statement of work or order form, (2) the proposal or quotation, and (3) these Terms, unless expressly stated otherwise in writing.

2. Scope of Services

We may provide one or more of the following services, as agreed in writing between the parties:

• ABM strategy development;
• Target account selection and segmentation;
• Multi-channel campaign planning and execution;
• Personalised content and messaging;
• Sales and marketing alignment workshops; and
• Account engagement reporting and analytics.

Unless expressly agreed otherwise in writing:

• we do not guarantee any specific commercial outcome, including revenue, pipeline, conversion rates, lead volume, or return on investment;
• all timelines are estimates and may be affected by your responsiveness, approvals, third-party dependencies, or changes in scope;
• we may use third-party platforms, tools, suppliers, or contractors to deliver the services;
• you remain responsible for your own sales, marketing, legal, regulatory, and compliance decisions; and
• any deliverables are provided for your internal business use unless otherwise agreed.

We may refuse, suspend, or discontinue any service if we reasonably believe that continuing would be unlawful, unsafe, unethical, or materially detrimental to us or to a third party.

3. User Obligations and Responsibilities

You agree to:

• provide accurate, complete, and timely information reasonably required for us to perform the services;
• ensure that any materials, data, lists, content, branding, trademarks, or other information you supply do not infringe the rights of any third party and are lawful to use;
• obtain all necessary consents, permissions, and approvals required for the use of personal data, customer data, contact lists, and marketing materials;
• review and approve deliverables promptly and notify us of any errors, concerns, or required changes without undue delay;
• co-operate with us in good faith and provide access to relevant personnel, systems, and accounts where reasonably necessary;
• comply with all applicable laws and regulations, including those relating to advertising, consumer protection, electronic marketing, intellectual property, and data protection; and
• not use our services or deliverables for unlawful, misleading, defamatory, discriminatory, or fraudulent purposes.

You acknowledge that delays or failures caused by your acts, omissions, or failure to provide required information may affect delivery dates and may result in additional charges.

4. Payment Terms and Conditions

Fees for our services will be set out in the relevant proposal, quotation, statement of work, or invoice. Unless otherwise agreed in writing:

• all fees are stated exclusive of VAT and any other applicable taxes, which shall be payable by you in addition;
• invoices are payable within 14 days of the invoice date;
• we may require advance payment, a deposit, or staged payments for some or all services;
• any expenses, third-party costs, media spend, platform fees, printing, travel, or other disbursements approved by you in advance shall be payable by you in addition to our fees;
• if you fail to pay any amount due, we may charge interest on the overdue sum at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998, together with reasonable recovery costs; and
• we may suspend services until all overdue amounts are paid in full.

You must notify us in writing of any invoice dispute within 7 days of the invoice date, specifying the amount in dispute and the reasons. You must pay any undisputed portion on time.

We may revise our fees for future services by giving reasonable notice in writing.

5. Cancellation and Refund Policy

Either party may cancel services by giving written notice in accordance with the applicable statement of work or, if none is specified, on not less than 30 days' written notice.

Unless otherwise agreed in writing:

• deposits are non-refundable to the extent they cover work already performed, reserved capacity, or third-party commitments;
• fees for work completed, work in progress, and committed third-party costs are non-refundable;
• if you cancel after work has commenced, you shall pay for all services performed up to the effective cancellation date, together with any non-cancellable commitments and reasonable wind-down costs;
• if we cancel due to your material breach, non-payment, or unlawful instructions, no refund will be due for services already delivered or committed costs incurred;
• where a refund is agreed by us in writing, it will be limited to the amount expressly stated in that written agreement.

Any cancellation must be made in writing and is effective only when received by us. Cancellation does not affect accrued rights, payment obligations, or liabilities existing before the cancellation date.

6. Liability Limitations

Nothing in these Terms excludes or limits liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• any liability that cannot lawfully be excluded or limited under applicable law.

Subject to the above, we shall not be liable for:

• loss of profits, revenue, business, contracts, anticipated savings, goodwill, or opportunity;
• loss or corruption of data, unless caused by our failure to exercise reasonable care and skill;
• indirect, consequential, special, or punitive losses;
• losses arising from your failure to follow our recommendations, provide accurate information, obtain necessary approvals, or comply with law; or
• the acts or omissions of third-party platforms, media owners, software providers, or contractors not under our direct control.

To the fullest extent permitted by law, our total aggregate liability arising out of or in connection with the services, whether in contract, tort (including negligence), misrepresentation, restitution, or otherwise, shall be limited to the total fees paid or payable by you to us for the specific services giving rise to the claim in the 12 months immediately preceding the event giving rise to the claim.

You are responsible for maintaining appropriate insurance for your own business risks, including cyber, professional, and business interruption risks where relevant.

7. Intellectual Property Rights

Each party retains ownership of its pre-existing intellectual property, materials, trademarks, methodologies, tools, software, templates, and know-how.

Unless otherwise agreed in writing:

• upon full payment of all amounts due, you will own the final bespoke deliverables specifically created for you under the relevant statement of work, excluding our pre-existing materials and third-party materials;
• we retain all rights in our pre-existing materials, frameworks, processes, templates, analytics methods, and general know-how, even if incorporated into deliverables;
• we grant you a non-exclusive, non-transferable licence to use our pre-existing materials solely as embedded in the deliverables for your internal business purposes;
• you grant us a non-exclusive, worldwide, royalty-free licence to use your materials and branding solely to perform the services and to create the deliverables;
• we may use anonymised and aggregated insights, learnings, and performance data for internal benchmarking, service improvement, and development, provided such use does not identify you or your customers.

You must not copy, modify, distribute, reverse engineer, or exploit our pre-existing materials except as expressly permitted in writing. Any third-party materials remain subject to the relevant third-party licence terms.

8. Data Protection and Privacy

We will process personal data in accordance with applicable UK data protection laws, including the UK GDPR and the Data Protection Act 2018, and any other applicable privacy or electronic communications laws.

Where we act as a data processor on your behalf, we will process personal data only on your documented instructions, unless required by law. Where we act as an independent controller, we will process personal data in accordance with our privacy practices and applicable law.

You warrant that:

• you have a lawful basis for providing personal data to us and for instructing us to process it;
• you have provided all required notices to data subjects and obtained all necessary consents where required;
• your instructions to us comply with applicable data protection and marketing laws;
• you will not instruct us to use personal data in a way that would breach applicable law; and
• you will promptly notify us of any actual or suspected personal data breach relating to the services.

We may use appropriate technical and organisational measures to protect personal data. However, no system is completely secure, and we do not guarantee absolute security.

Where required, the parties shall enter into a separate data processing agreement. If there is any inconsistency between these Terms and a data processing agreement, the data processing agreement shall prevail in relation to data protection matters.

9. Force Majeure

We shall not be liable for any delay or failure to perform our obligations where such delay or failure results from events beyond our reasonable control, including but not limited to:

• acts of God, fire, flood, storm, epidemic, or pandemic;
• war, terrorism, civil unrest, or governmental action;
• industrial disputes or labour shortages;
• failure of utilities, telecommunications, hosting, cloud services, or third-party platforms;
• cyberattacks or widespread network outages; or
• other events reasonably beyond our control.

If a force majeure event continues for more than 30 days, either party may terminate the affected services by written notice, without liability for such termination, save for payment obligations accrued before the termination date.

10. Changes to Terms

We may update or amend these Terms from time to time to reflect changes in our services, legal requirements, or business practices. Any updated version will be posted or otherwise made available to you and will take effect from the date stated in the updated Terms.

If you continue to use our services after the updated Terms take effect, you will be deemed to have accepted them. If a change materially and adversely affects an active engagement, we will use reasonable efforts to notify you in advance.

11. Applicable Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them, their subject matter, or formation 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, except that we may seek injunctive or equitable relief in any competent court where necessary to protect our rights or confidential information.

12. Contact Information

If you have any questions about these Terms or wish to contact us, please use the details below:

Northbridge Account-Based Marketing Ltd
27 St John Street
London EC1M 4DN
United Kingdom

Email: [email protected]
Phone: +44 20 7946 8372

13. Severability Clause

If any provision of these Terms is found by a court or other competent authority to be invalid, unlawful, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid, lawful, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted.

The validity and enforceability of the remaining provisions shall not be affected, and they shall continue in full force and effect.

These Terms constitute the entire agreement between you and Northbridge Account-Based Marketing Ltd in relation to the subject matter hereof and supersede any prior discussions, understandings, or agreements relating to the same subject matter, except where expressly incorporated by reference.