Terms of Service

Effective Date: 8 July 2026

1. Introduction and Acceptance of Terms

These Terms of Service (“Terms”) govern the provision of search-engine-marketing and related digital advertising services by Northbridge Search Partners (“Northbridge Search Partners”, “we”, “us”, or “our”) to any client, customer, or other person or entity that engages our services (“you” or “Client”).

By instructing Northbridge Search Partners to provide services, signing a proposal, statement of work, order form, or other engagement document, or otherwise using our services, 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.

These Terms apply in addition to any proposal, quotation, statement of work, service schedule, or written agreement entered into between you and Northbridge Search Partners. If there is any conflict, the signed proposal or statement of work will prevail to the extent of that conflict, unless expressly stated otherwise.

2. Scope of Services

Northbridge Search Partners provides search-engine-marketing services, which may include, without limitation:

• Google Ads campaign management;
• Bing Ads optimisation;
• Keyword research and search intent analysis;
• Landing page conversion support;
• Paid search audit and account restructuring;
• Remarketing strategy;
• Performance reporting and analytics tracking; and
• related consultancy and strategic support agreed in writing.

We will perform the services with reasonable skill and care, in accordance with generally accepted industry standards and applicable law. However, unless expressly agreed in writing, we do not guarantee any particular ranking, traffic volume, conversion rate, lead volume, return on ad spend, revenue, or other commercial outcome.

Any timelines, deliverables, or performance targets are estimates only unless expressly stated as binding in a signed agreement.

3. User Obligations and Responsibilities

You agree to:

• provide accurate, complete, and timely information necessary for us to deliver the services;
• ensure that all materials, content, landing pages, claims, offers, and instructions you provide are lawful, accurate, and not misleading;
• maintain ownership or valid licences for all accounts, websites, tracking tools, creative assets, trademarks, and other materials you supply or authorise us to use;
• promptly review and approve or reject our recommendations, drafts, and campaign changes where your approval is required;
• co-operate with us in good faith, including by granting access to advertising accounts, analytics platforms, tag managers, and website systems as reasonably required;
• comply with all applicable laws, regulations, platform policies, and industry codes, including those relating to advertising, consumer protection, data protection, and intellectual property;
• not use our services for unlawful, deceptive, discriminatory, infringing, or harmful purposes; and
• ensure that any third-party services, platforms, or vendors you use in connection with our services are properly maintained and paid for.

You acknowledge that delays or failures caused by your acts, omissions, or failure to provide access or approvals may affect performance and timelines, and we will not be responsible for such delays or failures.

4. Payment Terms and Conditions

Fees for our services will be set out in the applicable 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 will be added where required by law;
• invoices are payable within 14 days of the invoice date;
• recurring retainers, subscriptions, or management fees are payable in advance;
• media spend, platform charges, software fees, third-party costs, and ad budgets are your responsibility and are separate from our service fees;
• we may suspend services if any invoice remains unpaid after the due date;
• late payments may incur statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, where applicable, together with reasonable recovery costs; and
• any disputed invoice must be raised in writing within 7 days of receipt, specifying the reasons for dispute.

Unless otherwise agreed, fees are non-cancellable once work has commenced. We may revise our fees for future service periods by giving reasonable notice.

5. Cancellation and Refund Policy

Either party may terminate ongoing services by giving written notice in accordance with any notice period stated in the relevant proposal or statement of work. If no notice period is stated, either party may terminate by giving 30 days’ written notice.

Upon termination:

• you must pay for all services performed and costs incurred up to the effective termination date;
• any prepaid fees for services not yet performed may, at our discretion, be refunded on a pro-rata basis, less any non-recoverable costs, committed third-party charges, or work already completed;
• no refund will be due for work completed, strategy time, audits, setup, or other non-returnable professional services already delivered;
• we may retain copies of work product and records as required by law or for legitimate business purposes.

We may terminate or suspend services immediately by written notice if you materially breach these Terms, fail to pay amounts due, provide unlawful instructions, or act in a way that reasonably jeopardises our legal, regulatory, or commercial interests.

6. Liability Limitations

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited under UK law.

Subject to the above, to the fullest extent permitted by law:

• we shall not be liable for indirect, consequential, special, or punitive losses;
• we shall not be liable for loss of profits, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, or loss or corruption of data, whether direct or indirect;
• we shall not be liable for losses arising from platform outages, account suspensions, policy changes, algorithm updates, third-party actions, or failures of networks, software, hosting, or analytics tools outside our reasonable control;
• we shall not be responsible for the content, legality, or performance of your website, products, services, offers, or customer communications; and
• our total aggregate liability arising out of or in connection with the services, whether in contract, tort, negligence, breach of statutory duty, or otherwise, shall be limited to the total fees paid by you to Northbridge Search Partners for the specific services giving rise to the claim during the 3 months immediately preceding the event giving rise to the claim.

You acknowledge that search-engine-marketing involves variables outside our control and that results may vary significantly. We do not warrant uninterrupted service, error-free service, or any specific commercial outcome.

7. Intellectual Property Rights

Each party retains ownership of its pre-existing intellectual property rights.

Subject to full payment of all amounts due, Northbridge Search Partners grants you a non-exclusive, non-transferable licence to use the deliverables we create specifically for you for your internal business purposes and for the operation of your marketing activities, unless otherwise agreed in writing.

We retain ownership of:

• our methodologies, frameworks, templates, tools, processes, know-how, and pre-existing materials;
• generic strategies, concepts, and techniques developed or used in the course of providing services, except to the extent they form part of your confidential information or your specific deliverables; and
• all rights in materials not expressly assigned to you in writing.

You warrant that any materials you provide to us do not infringe the rights of any third party and that you have all necessary permissions and licences for our use of them in connection with the services.

Unless otherwise agreed in writing, we may use anonymised and non-confidential information about the services for internal training, benchmarking, and service improvement purposes. We will not disclose your confidential information or personal data except as permitted by these Terms or applicable law.

8. Data Protection and Privacy

Northbridge Search Partners will process personal data in accordance with applicable UK data protection laws, including the UK General Data Protection Regulation and the Data Protection Act 2018.

Where we process personal data on your behalf as a processor, we will do so only on your documented instructions, unless otherwise required by law. You are responsible for ensuring that you have a lawful basis for any personal data you provide to us and for providing any required privacy notices, consents, and disclosures to data subjects.

You acknowledge that our services may involve the use of third-party platforms and tools, including advertising platforms, analytics services, tag managers, and CRM or reporting systems, which may process data in accordance with their own terms and privacy policies.

We will implement appropriate technical and organisational measures designed to protect personal data against unauthorised or unlawful processing and accidental loss, destruction, or damage. However, no system is completely secure, and we cannot guarantee absolute security.

Further details regarding our privacy practices may be provided in a separate privacy notice or data processing agreement, where applicable. In the event of conflict, any signed data processing agreement will prevail over these Terms 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, circumstances, or causes beyond our reasonable control, including but not limited to:

• acts of God, fire, flood, storm, epidemic, pandemic, or other natural events;
• war, terrorism, civil unrest, labour disputes, or governmental action;
• failures or interruptions of internet service, hosting, cloud services, advertising platforms, analytics tools, or telecommunications networks;
• changes in law, regulation, or platform policy; and
• the acts or omissions of third parties not under our direct control.

Where a force majeure event continues for a prolonged period, either party may discuss suspension, adjustment, or termination of the affected services in good faith.

10. Changes to Terms

We may update these Terms from time to time to reflect changes in our services, business practices, or applicable law. Where changes are material, we will provide reasonable notice by email or by posting the updated Terms on our website.

Your continued use of our services after the effective date of any updated Terms will constitute your acceptance of those changes. If you do not agree to the updated Terms, you must stop using our services and notify us in writing.

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, subject to any mandatory rights you may have under applicable law.

12. Contact Information

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

• Northbridge Search Partners
• 14 Farringdon Road, London EC1M 3HN, UK
• 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, or, if that is not possible, severed from these Terms.

The remaining provisions shall continue in full force and effect. Any failure or delay by either party in exercising any right or remedy under these Terms shall not operate as a waiver of that right or remedy.

Entire Agreement: These Terms, together with any applicable proposal, statement of work, order form, or written agreement, constitute the entire agreement between you and Northbridge Search Partners in relation to the services and supersede prior discussions, understandings, or representations relating to the same subject matter.