Terms of Service

Effective Date: 8 July 2026

1. Introduction and acceptance of terms

These Terms of Service (the Terms) govern your access to and use of the customer-retention services, deliverables, reports, materials, and related support provided by Northbridge Retention Partners (the Company, we, us, or our).

By engaging our services, signing a proposal or statement of work, paying any invoice, or otherwise instructing us to proceed, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not use our services.

Where services are provided under a separate written agreement, proposal, order form, or statement of work, those documents shall apply in addition to these Terms. If there is any conflict, the order of precedence shall be: (1) the signed statement of work or order form, (2) any separate written agreement, and (3) these Terms, unless expressly stated otherwise.

These Terms are intended to comply with applicable laws of England and Wales, including the Consumer Rights Act 2015 where applicable, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 where applicable, and the UK General Data Protection Regulation and Data Protection Act 2018.

2. Scope of services

Northbridge Retention Partners provides customer-retention consulting and related professional services, which may include:

• Customer churn analysis;
• Loyalty programme strategy;
• Customer journey optimisation;
• Win-back campaign planning;
• Retention email automation;
• Customer feedback and insight reporting; and
• Any other services agreed in writing between you and us.

We provide strategic, analytical, and advisory services only unless expressly agreed otherwise in writing. We do not guarantee specific commercial outcomes, including but not limited to increased retention rates, reduced churn, revenue growth, conversion rates, or customer lifetime value.

Any timelines, deliverables, milestones, assumptions, dependencies, and fees will be set out in the applicable proposal, statement of work, or invoice. You acknowledge that the quality and timeliness of our services may depend on your cooperation, the accuracy and completeness of information you provide, and third-party systems or platforms used in connection with the services.

3. User obligations and responsibilities

You agree to:

• Provide accurate, complete, and timely information, data, approvals, and access reasonably required for us to perform the services;
• Ensure that any materials, customer data, content, branding, and instructions you supply are lawful, accurate, and do not infringe the rights of any third party;
• Obtain all necessary consents, notices, permissions, and authorisations required for the use and sharing of personal data, marketing data, and customer information with us;
• Comply with all applicable laws and regulations relating to your business, including consumer protection, marketing, e-commerce, and data protection laws;
• Review deliverables promptly and notify us of any issues, inaccuracies, or concerns within a reasonable time;
• Use any recommendations, templates, or strategies we provide responsibly and in accordance with applicable law and your own professional obligations; and
• Not misuse our services, interfere with our systems, or attempt to gain unauthorised access to any accounts, tools, or materials.

You are solely responsible for decisions you make based on our advice, analysis, or deliverables, including implementation of campaigns, automation, segmentation, messaging, and customer communications.

4. Payment terms and conditions

Unless otherwise agreed in writing:

• Fees are charged in accordance with the applicable proposal, statement of work, or invoice;
• Invoices are payable within 14 days of the invoice date;
• All fees are stated exclusive of VAT and any other applicable taxes, which will be added where required by law;
• We may require payment in advance, a deposit, or milestone payments for certain projects;
• Expenses reasonably incurred and pre-approved by you in writing may be charged in addition to fees;
• Late payments may result in suspension of services until all outstanding amounts are paid in full; and
• We reserve the right to charge statutory interest and compensation on overdue sums under the Late Payment of Commercial Debts (Interest) Act 1998, where applicable.

If you dispute an invoice, you must notify us in writing before the due date, stating the reasons for the dispute in reasonable detail. You must pay any undisputed portion of the invoice by the due date.

5. Cancellation and refund policy

Either party may cancel services in accordance with the notice period set out in the applicable statement of work or, if none is specified, by giving 30 days' written notice.

Where services are project-based, cancellation will not affect our right to be paid for work performed, time spent, committed third-party costs, and non-cancellable expenses incurred up to the effective cancellation date.

Unless otherwise required by law or expressly agreed in writing, fees already paid are non-refundable once work has commenced. Any refund, if applicable, will be limited to the portion of fees corresponding to services not yet performed, less any non-recoverable costs and reasonable administrative charges.

If you are a consumer and have entered into a contract at a distance or off-premises, you may have cancellation rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, subject to any lawful exceptions, including where you requested that services begin during the cancellation period and acknowledged that you may lose the right to cancel once the services are fully performed.

We may suspend or terminate services immediately if you materially breach these Terms, fail to pay amounts due, provide unlawful instructions, or engage in conduct that reasonably threatens our business, staff, systems, or reputation.

6. Liability limitations

Nothing in these Terms excludes or limits liability where it would be unlawful to do so, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded under applicable law.

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

• Loss of profits, revenue, sales, business, contracts, anticipated savings, or goodwill;
• Loss or corruption of data, where such loss is not caused by our failure to use reasonable care and skill;
• Indirect, consequential, special, or punitive losses;
• Any failure or delay caused by inaccurate information, incomplete instructions, or lack of cooperation from you;
• Third-party acts, omissions, platform changes, outages, or restrictions affecting email, CRM, analytics, advertising, or automation tools; or
• Any outcomes resulting from your implementation decisions, customer responses, or changes in market conditions.

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 Northbridge Retention Partners for the specific services giving rise to the claim in the 3 months preceding the event giving rise to the claim.

You agree to indemnify and hold harmless Northbridge Retention Partners against losses, liabilities, damages, costs, and expenses arising from your breach of these Terms, unlawful use of the services, infringement of third-party rights by materials you provide, or your failure to obtain required consents or authorisations.

7. Intellectual property rights

Unless otherwise agreed in writing, all pre-existing intellectual property, methodologies, frameworks, templates, tools, software, know-how, and working materials owned or licensed by Northbridge Retention Partners remain our property or the property of our licensors.

Upon full payment of all applicable fees, you are granted a non-exclusive, non-transferable licence to use the final deliverables created specifically for you for your internal business purposes only, unless a broader licence is expressly agreed in writing.

You may not copy, resell, sublicense, distribute, publish, or create derivative works from our materials except to the extent permitted by law or expressly authorised by us in writing.

You retain ownership of your own data, branding, and materials. By providing materials to us, you grant us a limited licence to use them solely for the purpose of performing the services.

We may use general skills, experience, and non-confidential know-how gained during the provision of services, provided that we do not disclose your confidential information.

8. Data protection and privacy

We are committed to handling personal data in accordance with applicable UK data protection laws, including the UK GDPR and the Data Protection Act 2018.

Where we process personal data on your behalf in the course of providing services, we will do so only in accordance with your lawful instructions and any applicable data processing agreement or privacy notice. You are responsible for ensuring that you have a lawful basis for sharing personal data with us and for using any data, segmentation, or customer insights in your own marketing or retention activities.

You acknowledge that our services may involve access to customer records, behavioural data, campaign data, and other personal information. You must ensure that all necessary notices, consents, and lawful bases are in place before disclosing such data to us.

We will implement appropriate technical and organisational measures designed to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, or damage. However, no system can be guaranteed to be completely secure.

For more information about how we handle personal data, please contact us using the details below. Where required, a separate data processing agreement may apply.

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, circumstances, or causes beyond our reasonable control, including but not limited to:

• Acts of God, fire, flood, storm, or other natural disasters;
• War, terrorism, civil unrest, or industrial action;
• Power failures, internet outages, cyber incidents, or telecommunications disruptions;
• Government action, legal restrictions, or regulatory changes;
• Failures of third-party platforms, software, or service providers; and
• Illness or unavailability of key personnel where reasonable alternative arrangements cannot be made promptly.

Where a force majeure event continues for a prolonged period, either party may discuss suspension, rescheduling, or termination of the affected services on reasonable notice.

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. The updated Terms will be posted or otherwise made available to you and will take effect from the date specified in the revised version.

If you continue to use our services after the effective date of the updated Terms, you will be deemed to have accepted the changes. 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 where mandatory consumer law provides otherwise.

12. Contact information

If you have any questions, complaints, or notices relating to these Terms or our services, please contact:

Northbridge Retention Partners
18 Victoria Street, Westminster, London SW1H 0NN, UK
Email: [email protected]
Phone: +44 20 7946 8273

13. Severability clause

If any provision of these Terms is held by a court or 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 severed from these Terms, and the remaining provisions shall continue in full force and effect.

These Terms constitute the entire agreement between you and Northbridge Retention Partners in relation to their subject matter, except where replaced or supplemented by a separate written agreement, proposal, or statement of work signed by both parties.