Terms of Service

Effective Date: July 3, 2026

1. Introduction and Acceptance of Terms

These Terms of Service (the “Terms”) govern your access to and use of the services, website, communications, reports, deliverables, and related materials provided by NorthBridge Retention Partners (“NorthBridge Retention Partners,” “we,” “us,” or “our”).

By accessing, engaging, purchasing, or using any of our services, you agree to be bound by these Terms and any additional written agreement, statement of work, order form, proposal, or service schedule that references these Terms. If you do not agree to these Terms, you must not use our services.

These Terms apply to all clients, prospective clients, website visitors, and other users of our services, to the extent applicable.

2. Scope of Services

NorthBridge Retention Partners is a retention-marketing service provider offering strategic and operational support for customer lifecycle engagement. Our services may include, without limitation:

• Customer lifecycle email marketing;
• Win-back and reactivation campaigns;
• Loyalty and rewards program strategy;
• Churn analysis and retention reporting;
• Personalized SMS and automated messaging;
• Post-purchase engagement workflows; and
• Related consulting, planning, implementation, optimization, and reporting services.

Any specific deliverables, timelines, assumptions, exclusions, fees, and service levels will be set out in a proposal, statement of work, order form, or other written agreement. If there is a conflict between those documents and these Terms, the more specific written agreement will prevail to the extent of the conflict.

We may rely on third-party platforms, software, integrations, or service providers in delivering our services. We are not responsible for outages, limitations, changes, or failures of third-party systems outside our reasonable control.

3. User Obligations and Responsibilities

You agree to:

• Provide accurate, complete, and current information at all times;
• Ensure that you have all rights, consents, and permissions necessary to provide us with customer data, marketing lists, creative assets, brand materials, and other inputs;
• Comply with all applicable laws, regulations, and industry standards, including laws relating to anti-spam, privacy, consumer protection, and electronic communications;
• Review and approve campaign content, targeting criteria, segmentation logic, and automation rules where required;
• Maintain the security of your accounts, credentials, and access permissions;
• Promptly notify us of any suspected unauthorized access, data breach, or material issue affecting the services; and
• Not use our services for unlawful, misleading, infringing, defamatory, abusive, or fraudulent purposes.

You acknowledge that you are solely responsible for the legality of your marketing practices, customer communications, and use of any data you provide or instruct us to use. We may refuse or suspend any request that we reasonably believe may violate applicable law or these Terms.

4. Payment Terms and Conditions

Fees, billing cycles, payment dates, and any applicable taxes will be specified in the relevant proposal, invoice, or written agreement. Unless otherwise stated:

• All fees are payable in Canadian dollars (CAD);
• Invoices are due upon receipt or within the payment term stated on the invoice;
• Late payments may result in suspension of services until all outstanding amounts are paid in full;
• You are responsible for all applicable taxes, duties, levies, and governmental charges, excluding taxes based on our net income;
• Any disputed invoice must be raised in writing within ten (10) business days of receipt, with sufficient detail to allow review; and
• Undisputed amounts remain payable on time even if another portion of the invoice is disputed.

We may charge interest on overdue amounts at the lesser of 1.5% per month (18% per annum) or the maximum rate permitted by law, calculated from the due date until paid in full. We may also require a deposit, retainer, or prepayment before commencing or continuing services.

5. Cancellation and Refund Policy

Either party may terminate services in accordance with the termination provisions in the applicable written agreement, or if none exists, by providing reasonable written notice. Unless otherwise agreed in writing:

• Fees paid for work already performed, time reserved, strategy completed, or third-party costs incurred are non-refundable;
• Retainers are earned as services are performed and may be applied against outstanding invoices;
• Cancellation of a project, campaign, or engagement does not relieve you of payment obligations for completed work, committed resources, or non-cancellable expenses;
• Any refund, if granted at our sole discretion, will be limited to amounts not yet earned or incurred; and
• We may suspend or terminate services immediately for non-payment, breach of these Terms, or unlawful conduct.

Where required by applicable law, any mandatory consumer rights or statutory refund rights will apply notwithstanding the foregoing.

6. Liability Limitations

To the fullest extent permitted by applicable law, NorthBridge Retention Partners shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, loss of revenue, loss of goodwill, loss of data, business interruption, or anticipated savings, arising out of or related to the services or these Terms, even if advised of the possibility of such damages.

To the fullest extent permitted by law, our total aggregate liability arising out of or relating to the services or these Terms shall not exceed the total fees actually paid by you to NorthBridge Retention Partners for the specific services giving rise to the claim during the three (3) months immediately preceding the event giving rise to liability, or CAD $1,000, whichever is greater, except where such limitation is prohibited by law.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for gross negligence, wilful misconduct, fraud, or any other liability that cannot lawfully be limited.

You acknowledge that marketing performance depends on many factors beyond our control, including audience quality, product-market fit, pricing, seasonality, deliverability, platform changes, customer behavior, and your own operational practices. We do not guarantee specific results, revenue, conversion rates, retention rates, deliverability outcomes, or campaign performance.

7. Intellectual Property Rights

As between you and NorthBridge Retention Partners, each party retains ownership of its pre-existing intellectual property. Subject to full payment of all applicable fees, we grant you a non-exclusive, non-transferable license to use the deliverables created specifically for you under the applicable engagement for your internal business purposes and intended commercial use, unless otherwise stated in writing.

We retain ownership of:

• Our methodologies, frameworks, templates, know-how, processes, tools, scripts, and general business materials;
• Any pre-existing intellectual property incorporated into the services;
• Any improvements, modifications, or derivative works of our proprietary materials, except to the extent expressly assigned in writing.

You grant us a limited, non-exclusive license to use your trademarks, logos, brand assets, customer data, and other materials solely to perform the services and fulfill our obligations under these Terms.

Unless otherwise agreed in writing, you may not reproduce, resell, distribute, sublicense, or publicly disclose our proprietary materials except as necessary for your internal business use or as expressly permitted by law.

8. Data Protection and Privacy

We are committed to handling personal information in accordance with applicable Canadian privacy laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and, where applicable, substantially similar provincial privacy legislation.

In connection with the services, you represent and warrant that:

• You have obtained all necessary consents, authorizations, and lawful bases to disclose personal information to us and to permit us to process it for the purposes of providing the services;
• Your collection, use, disclosure, and retention of personal information comply with applicable privacy and anti-spam laws;
• Any marketing communications you request or approve comply with applicable consent, unsubscribe, identification, and record-keeping requirements; and
• You will provide us with any required privacy notices, disclosures, or instructions relevant to your customers or contacts.

We will use personal information only as reasonably necessary to provide the services, comply with law, protect our rights, and carry out our legitimate business operations, subject to any applicable written data processing terms. We may engage trusted third-party service providers to support service delivery, subject to appropriate contractual safeguards where required.

You acknowledge that electronic communications, including email and SMS, may involve third-party platforms and networks outside our control. While we take reasonable measures to protect information, no method of transmission or storage is completely secure.

9. Force Majeure

Neither party will be liable for any delay or failure in performance to the extent caused by events beyond its reasonable control, including acts of God, fire, flood, earthquake, epidemic, pandemic, war, terrorism, civil unrest, labour disputes, power outages, internet or telecommunications failures, government actions, or failures of third-party platforms or service providers.

The affected party shall use commercially reasonable efforts to mitigate the impact of the force majeure event and resume performance as soon as reasonably practicable. Payment obligations for services already performed or expenses already incurred remain payable.

10. Changes to Terms

We may update or modify these Terms from time to time to reflect changes in our services, legal requirements, or business practices. The updated Terms will be effective upon posting on our website or upon notice to you, unless a later effective date is stated.

Your continued use of the services after the effective date of any updated Terms constitutes your acceptance of the revised Terms. If you do not agree to the changes, you must stop using the services and, where applicable, terminate the engagement in accordance with the applicable agreement.

11. Applicable Law and Jurisdiction

These Terms and any dispute, claim, or controversy arising out of or relating to them, the services, or any related agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

You agree that the courts located in Toronto, Ontario shall have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the services, subject to any mandatory consumer protection or other non-waivable rights under applicable law.

12. Contact Information

If you have any questions about these Terms or the services provided by NorthBridge Retention Partners, please contact us at:

• NorthBridge Retention Partners
• 425 King Street West, Suite 300, Toronto, ON M5V 1K4, Canada
• Email: [email protected]
• Phone: +1 (416) 782-5943

13. Severability Clause

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be severed or limited to the minimum extent necessary so that the remaining provisions remain in full force and effect. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision.

By using the services of NorthBridge Retention Partners, you acknowledge that you have read, understood, and agreed to be bound by these Terms of Service.