Effective date: 31 August 2026
1. Introduction and acceptance of terms
These Terms of Service (the “Terms”) govern the use of the services provided by Northbridge Retail Marketing Ltd (“Northbridge Retail Marketing Ltd”, “we”, “us”, or “our”), a retail-marketing business operating from Northbridge Retail Marketing, 3 Broad Quay, Bristol BS1 4DA, United Kingdom.
By engaging our services, requesting a proposal, signing a statement of work, placing an order, or otherwise using our services, you (“Client”, “you”, or “your”) agree to be bound by these Terms. If you do not agree to these Terms, you must not use our services.
Where a separate written agreement, proposal, quotation, or statement of work is executed between you and Northbridge Retail Marketing Ltd, that document may supplement these Terms. If there is any conflict, the signed written agreement or statement of work will prevail to the extent of the conflict.
2. Scope of services
Northbridge Retail Marketing Ltd provides retail-marketing services, which may include, without limitation:
- Retail campaign strategy;
- In-store promotional planning;
- Point-of-sale display design;
- Shopper experience auditing;
- Local store marketing;
- Seasonal retail activation; and
- Trade area and competitor analysis.
The exact scope, deliverables, timeline, assumptions, and fees for each engagement will be set out in the relevant proposal, quotation, or statement of work.
We may use subcontractors, specialists, designers, researchers, or other third parties to perform aspects of the services, provided that we remain responsible for the overall delivery of the agreed services, subject to these Terms.
Unless expressly agreed in writing, our services do not include legal advice, tax advice, regulatory approvals, media buying, printing, installation, site works, or guarantees of sales performance, footfall, conversion, or commercial outcomes.
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, logos, images, product information, store data, or instructions supplied to us are lawful, accurate, and do not infringe the rights of any third party;
- Obtain all necessary permissions, consents, licences, and approvals required for the implementation of campaigns, displays, promotions, signage, or activations at your premises or at third-party locations;
- Comply with all applicable laws, regulations, codes, retailer policies, landlord requirements, and health and safety obligations in connection with the services and their implementation;
- Review and approve deliverables promptly where your approval is required to avoid delay;
- Not misuse our deliverables, reports, or recommendations in a manner that is misleading, unlawful, defamatory, or harmful;
- Maintain the security of any account credentials, files, or access credentials that we may provide; and
- Notify us promptly of any issues that may affect service delivery.
You acknowledge that delays or failure to perform your obligations may affect our ability to deliver the services and may result in additional fees, revised timelines, or suspension of work.
4. Payment terms and conditions
Fees for services will be set out in the applicable proposal, quotation, or statement of work. Unless otherwise agreed in writing:
- All fees are payable in the currency stated in the applicable invoice;
- Invoices are due within 14 days of the invoice date;
- We may require an advance payment, deposit, or milestone payment before commencing work;
- All fees are exclusive of VAT and any other applicable taxes, duties, or charges unless stated otherwise;
- You are responsible for reimbursing approved third-party costs and expenses incurred on your behalf, provided such costs were pre-approved in writing or included in the agreed scope;
- Late payments may accrue interest at the maximum rate permitted by applicable law, together with reasonable recovery costs; and
- We may suspend or withhold delivery of services, reports, files, or final deliverables if any invoice remains unpaid after its due date.
Disputed invoice items must be raised in writing within 7 days of receipt of the invoice, specifying the reasons for the dispute. You must pay any undisputed portion on time.
5. Cancellation and refund policy
Either party may cancel an engagement by giving written notice in accordance with the applicable proposal, statement of work, or written agreement. If no notice period is specified, cancellation must be given on reasonable written notice.
Unless otherwise agreed in writing:
- Deposits are non-refundable to the extent they cover work already performed, reserved capacity, or committed third-party costs;
- Where cancellation occurs after work has commenced, you remain liable to pay for all services performed and all approved costs incurred up to the cancellation date;
- If we have delivered partially completed work, we may invoice for the value of the work completed to date;
- Refunds, if any, are issued only where expressly required by law or expressly agreed in writing by Northbridge Retail Marketing Ltd; and
- Any pre-booked third-party production, printing, research, travel, or venue costs are non-cancellable and non-refundable once committed.
We may cancel or suspend services immediately if you materially breach these Terms, fail to pay invoices when due, provide unlawful instructions, or act in a way that creates risk to our staff, contractors, reputation, or operations.
6. Liability limitations
Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.
Subject to the foregoing, Northbridge Retail Marketing Ltd shall not be liable for:
- Any loss of profits, loss of revenue, loss of business, loss of goodwill, or loss of anticipated savings;
- Indirect, incidental, special, consequential, or punitive losses or damages;
- Loss arising from your failure to provide accurate information, obtain approvals, or comply with applicable laws;
- Performance issues attributable to third-party suppliers, venues, printers, installers, platforms, retailers, or service providers not under our direct control; or
- Any commercial outcome, including sales uplift, customer traffic, conversion rates, or campaign success, unless expressly guaranteed in writing.
To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with any engagement shall be limited to the total fees actually paid by you to Northbridge Retail Marketing Ltd for the specific services giving rise to the claim during the 3 months preceding the event giving rise to the claim, or such other amount as may be stated in the applicable written agreement.
You are responsible for reviewing and approving all deliverables, recommendations, and implementation materials before use. Any failure to do so is at your own risk.
7. Intellectual property rights
Unless otherwise agreed in writing, all pre-existing intellectual property, methodologies, templates, tools, processes, know-how, and working materials owned or developed by Northbridge Retail Marketing Ltd before or outside the engagement remain our property.
Upon full payment of all undisputed fees due for the relevant services, we grant you a non-exclusive, non-transferable, non-sublicensable licence to use the final deliverables created specifically for you for your internal business purposes and the agreed campaign or project purpose, subject to these Terms and any third-party rights.
You retain ownership of the materials you supply to us. You grant Northbridge Retail Marketing Ltd a worldwide, royalty-free licence to use, reproduce, modify, and process such materials solely for the purpose of providing the services.
We may, unless you expressly object in writing, use non-confidential work samples, anonymised outputs, and high-level descriptions of completed work for portfolio, case study, proposal, or marketing purposes, provided that no confidential information is disclosed.
You must not remove or alter any proprietary notices appearing on deliverables or materials supplied by us.
8. Data protection and privacy
Northbridge Retail Marketing Ltd will handle personal data in accordance with applicable data protection and privacy laws. We will process personal data only as necessary to provide the services, manage our business relationship, comply with legal obligations, and exercise or defend legal claims.
Where we process personal data on your behalf in connection with the services, the parties will cooperate in good faith to put in place any additional data processing terms, instructions, or safeguards that may be required.
You represent and warrant that you have all necessary rights, notices, consents, and lawful bases to provide any personal data to us for the purposes of the engagement.
We implement reasonable technical and organisational measures designed to protect personal data and confidential information. However, no system is entirely secure, and we cannot guarantee absolute security.
For privacy-related inquiries, please contact us using the details in Section 12.
9. Force majeure
Northbridge Retail Marketing Ltd will not be liable for any delay or failure to perform its 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, strikes, labour disputes, or governmental action;
- Power failures, internet outages, communications failures, or platform disruptions;
- Supplier failures, transport disruption, or shortage of materials;
- Venue closures, retailer restrictions, or changes in access to sites; and
- Other similar events beyond our reasonable control.
Where a force majeure event occurs, we will use reasonable efforts to mitigate the impact and resume performance as soon as reasonably practicable. Timelines may be extended accordingly.
10. Changes to terms
We may update or amend these Terms from time to time. Any changes will take effect from the date indicated in the updated version or, if no date is stated, when the revised Terms are made available to you.
Where changes materially affect your rights or obligations, we will use reasonable efforts to notify you in advance. Continued use of our services after any update constitutes acceptance of the revised 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 applicable in England and Wales, unless mandatory law requires otherwise.
Subject to any mandatory legal rights, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising from or in connection with these Terms or the services provided by Northbridge Retail Marketing Ltd.
12. Contact information
If you have any questions about these Terms, please contact:
Northbridge Retail Marketing Ltd
Northbridge Retail Marketing, 3 Broad Quay, Bristol BS1 4DA, United Kingdom
Email: [email protected]
Phone: +44 117 923 7468
13. Severability clause
If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court or other competent authority, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, or, if that is not possible, severed from these Terms.
The remaining provisions shall continue in full force and effect, and any invalid or unenforceable provision shall be replaced by a lawful provision that most closely reflects the original commercial intention.
Entire agreement: These Terms, together with any applicable proposal, quotation, statement of work, or written agreement, constitute the entire agreement between you and Northbridge Retail Marketing Ltd regarding the services and supersede prior discussions or understandings relating to the same subject matter.
Waiver: Failure by either party to enforce any right or provision under these Terms shall not constitute a waiver of such right or provision.
Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations in connection with a merger, reorganisation, sale of business, or similar transaction, subject to applicable law.