Terms of Service for Northbridge Media Planning Ltd

Effective Date: 8 July 2026

These Terms of Service ("Terms") govern the provision of media-planning and related services by Northbridge Media Planning Ltd ("Northbridge Media Planning Ltd", "we", "us", or "our") to clients ("you" or "your"). By engaging our services, requesting a proposal, signing an order form, or otherwise accepting these Terms, you agree to be bound by them.

Please read these Terms carefully before using our services. If you do not agree to these Terms, you must not use our services.

1. Introduction and acceptance of terms

These Terms form a legally binding agreement between you and Northbridge Media Planning Ltd in relation to the services we provide. If there is any conflict between these Terms and any signed proposal, statement of work, order form, or written agreement between the parties, the signed proposal, statement of work, order form, or written agreement shall prevail to the extent of the inconsistency.

By instructing us to commence work, approving a proposal, paying an invoice, or otherwise indicating acceptance, you confirm that:

• you have read and understood these Terms;
• you are authorised to enter into a contract on behalf of yourself or the entity you represent;
• all information you provide to us is accurate and complete; and
• you will comply with these Terms and all applicable laws and regulations.

2. Scope of services

Northbridge Media Planning Ltd provides media-planning services, which may include, without limitation:

• media strategy development;
• audience research and segmentation;
• cross-channel campaign planning;
• media buying and negotiation;
• campaign performance analysis;
• budget allocation and optimisation; and
• competitor media audits.

The exact scope, deliverables, timelines, assumptions, and fees for any engagement will be set out in a proposal, statement of work, order form, email confirmation, or other written agreement. Any services not expressly included are outside the scope and may be charged separately.

We may use third-party platforms, publishers, ad exchanges, analytics tools, research providers, and media owners in delivering the services. We do not guarantee the availability, performance, pricing, targeting accuracy, or results of any third-party platform or media inventory.

Unless expressly agreed in writing, we do not provide legal, tax, accounting, investment, or regulated financial advice.

3. User obligations and responsibilities

You agree to:

• provide timely, accurate, and complete information, materials, approvals, and access reasonably required for us to perform the services;
• ensure that all content, claims, creative materials, landing pages, and instructions you provide comply with applicable law, industry codes, and third-party rights;
• obtain all necessary consents, licences, permissions, and approvals required for your materials, campaigns, and business activities;
• review and approve deliverables promptly and notify us of any errors, concerns, or required changes without undue delay;
• maintain the security and confidentiality of any credentials, accounts, or access details shared with you or us;
• not use our services for unlawful, misleading, defamatory, discriminatory, infringing, or fraudulent purposes; and
• co-operate with us in good faith and not interfere with our performance of the services.

You are solely responsible for the final approval and use of any campaign, media placement, or recommendation. Any decision to implement our recommendations remains your responsibility.

You acknowledge that media planning and buying outcomes may be affected by market conditions, audience behaviour, platform policies, auction dynamics, seasonality, and other factors beyond our control.

4. Payment terms and conditions

Fees will be as set out in the applicable proposal, statement of work, order form, 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;
• we may require advance payment, a deposit, or milestone payments before commencing or continuing work;
• media spend, platform fees, third-party costs, production costs, and out-of-pocket expenses are separate from our service fees unless expressly included;
• you are responsible for all bank charges, currency conversion costs, and payment processing fees;
• late payments may result in suspension of services and may accrue interest under the Late Payment of Commercial Debts (Interest) Act 1998 and/or statutory compensation, where applicable; and
• we may withhold deliverables, pause campaigns, or suspend work if any invoice remains unpaid after its due date.

If you dispute any invoice, you must notify us in writing within 7 days of receipt, specifying the reasons for the dispute and the amount in question. You must pay any undisputed portion by the due date.

We may revise fees for future work on reasonable notice. Any quoted fees are valid only for the period stated in the quotation, or if no period is stated, for 30 days from the date of issue.

5. Cancellation and refund policy

Either party may cancel an engagement in accordance with the notice provisions set out in the applicable proposal, statement of work, or written agreement. If no specific notice period is stated, either party may terminate on 30 days' written notice.

Upon cancellation or termination:

• you must pay for all services performed, work in progress, committed third-party costs, and non-cancellable obligations incurred up to the effective termination date;
• any prepaid fees for services not yet performed may be refunded only to the extent that they exceed our reasonable costs and committed expenses, unless otherwise agreed in writing;
• media spend already committed, booked, or incurred is non-refundable unless recoverable from the relevant third party;
• we are not responsible for cancellation charges imposed by third parties; and
• we may retain and/or destroy work product, data, and materials in accordance with our retention practices and legal obligations.

Where services are delivered on a project basis, refunds are generally not available for completed work, approved deliverables, or work performed in accordance with your instructions. Nothing in these Terms affects any mandatory consumer rights that may apply under UK law, where applicable.

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; or
• your statutory rights where applicable.

Subject to the above, Northbridge Media Planning Ltd shall not be liable for:

• loss of profits, revenue, business, contracts, goodwill, anticipated savings, or data;
• indirect, consequential, special, or punitive losses;
• losses arising from third-party platforms, publishers, ad networks, algorithms, policy changes, outages, or account suspensions;
• losses caused by inaccurate, incomplete, or late information supplied by you;
• campaign underperformance where we have acted in accordance with agreed instructions and reasonable professional standards; or
• any failure or delay caused by your breach of these Terms or by a force majeure event.

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

You are responsible for maintaining appropriate insurance for your business, campaigns, and content, including where relevant public liability, professional indemnity, cyber, and media liability insurance.

7. Intellectual property rights

Unless otherwise agreed in writing, all pre-existing intellectual property, methodologies, templates, processes, tools, know-how, and materials owned or licensed by Northbridge Media Planning Ltd remain our property or the property of our licensors.

Upon full payment of all undisputed fees due for the relevant services, you are granted a non-exclusive, non-transferable licence to use the deliverables created specifically for you for your internal business purposes and for the intended campaign use, subject to any third-party rights and licence restrictions.

You retain ownership of the materials, trademarks, logos, content, and data you supply to us. You grant us a non-exclusive, worldwide, royalty-free licence to use, reproduce, adapt, and process such materials solely to the extent necessary to provide the services.

We may use anonymised and aggregated insights, learnings, and performance data for internal analysis, service improvement, benchmarking, and business development, provided that such use does not identify you or disclose your confidential information.

Unless expressly agreed otherwise, we may reference your name and logo in our client lists, case studies, or marketing materials only with your prior written consent, which may be withheld or withdrawn at any time.

8. Data protection and privacy

Both parties shall comply with applicable data protection laws, including the UK General Data Protection Regulation ("UK GDPR") and the Data Protection Act 2018, where applicable.

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 our privacy practices. You are responsible for ensuring that you have a lawful basis for sharing personal data with us and for providing any required privacy notices, consents, and disclosures to data subjects.

We may act as a controller or processor depending on the nature of the data and the services provided. Where required, the parties will enter into a separate data processing agreement or incorporate appropriate data processing terms.

You acknowledge that media planning and campaign analysis may involve the use of cookies, pixels, audience segments, analytics tools, and similar technologies, and that these may be subject to third-party terms and privacy policies. You are responsible for ensuring that your own websites, landing pages, and campaign assets comply with applicable cookie and privacy requirements.

For more information about how we handle personal data, please refer to our privacy policy where provided. If there is any inconsistency between these Terms and a separate data processing agreement, the data processing agreement shall prevail in relation to personal data processing.

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, flood, fire, storm, or other natural disasters;
• war, terrorism, civil unrest, or governmental action;
• industrial disputes or labour shortages;
• internet, telecommunications, hosting, or power failures;
• third-party platform outages, policy changes, or account restrictions;
• epidemics, pandemics, or public health emergencies; and
• any similar event beyond our reasonable control.

If a force majeure event continues for more than 30 days, either party may terminate the affected services on written notice without liability for such termination, except for payment obligations accrued prior to termination.

10. Changes to terms

We may update or amend these Terms from time to time to reflect changes in our services, business practices, or applicable law. Any updated Terms will be posted or otherwise communicated to you and will take effect from the stated effective date.

If you continue to use our services after the updated Terms take effect, you will be deemed to have accepted the revised Terms. If you do not agree to the revised Terms, you must stop using our services and, where applicable, may terminate the engagement in accordance with the relevant agreement.

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 applicable under law.

12. Contact information

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

Northbridge Media Planning Ltd
14 Finsbury Square
London EC2A 1AH
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 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.

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

These Terms constitute the entire agreement between you and Northbridge Media Planning Ltd in relation to their subject matter, except where supplemented or replaced by a signed written agreement.