Terms of Service

Effective Date: June 26, 2026

1. Introduction and Acceptance of Terms

These Terms of Service (“Terms”) govern your access to and use of the services provided by NorthBridge Retention Marketing, located at NorthBridge Retention Marketing, 1200 Bay Street, Toronto, ON M5R 2A5, Canada (“NorthBridge Retention Marketing,” “we,” “us,” or “our”). By engaging our services, signing a proposal or statement of work, accessing our materials, 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. If you are entering into these Terms on behalf of a business or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms.

2. Scope of Services

NorthBridge Retention Marketing provides retention-marketing services, which may include, without limitation:

• Customer lifecycle email marketing;
• Win-back and re-engagement campaigns;
• Loyalty program strategy and optimization;
• Segmentation and audience personalization;
• SMS retention campaign management; and
• Post-purchase nurture automation.

Specific deliverables, timelines, fees, and service levels will be described in a proposal, order form, statement of work, or other written agreement between the parties (collectively, the “Service Order”). In the event of a conflict between these Terms and a Service Order, the Service Order will prevail only to the extent of the conflict.

We may use third-party platforms, software, analytics tools, email service providers, SMS providers, and automation systems to deliver services. You acknowledge that such third-party services may be subject to their own terms and policies.

3. User Obligations and Responsibilities

You agree to:

• Provide accurate, complete, and timely information necessary for us to perform the services;
• Ensure that all content, customer data, lists, creative assets, claims, offers, and instructions you provide comply with applicable laws, including Canadian anti-spam, privacy, consumer protection, and advertising laws;
• Obtain and maintain all required consents, permissions, and authorizations for email, SMS, and other marketing communications, including any consent required under the Canada’s Anti-Spam Legislation (“CASL”) and applicable privacy laws;
• Maintain the security and confidentiality of any credentials, accounts, or access provided to you or to us on your behalf;
• Promptly review and approve materials when requested, and notify us of errors, concerns, or changes in a timely manner;
• Not use our services for unlawful, misleading, deceptive, discriminatory, harassing, or infringing activities; and
• Indemnify and hold harmless NorthBridge Retention Marketing from claims arising from your breach of these obligations, your materials, or your failure to obtain required consents or rights.

You represent and warrant that any personal information, customer lists, or marketing data you provide to us has been collected, used, and disclosed in compliance with applicable law and that you have all rights necessary to share such data with us for the purpose of performing the services.

4. Payment Terms and Conditions

Fees, billing cycles, and payment terms will be set out in the applicable Service Order. Unless otherwise stated:

• Fees are quoted in Canadian dollars (CAD) and are exclusive of applicable taxes, including GST/HST, which will be added where required by law;
• Invoices are due within 15 days of the invoice date;
• Late payments may accrue interest at the lesser of 1.5% per month (18% per annum) or the maximum rate permitted by law;
• We may suspend services for overdue accounts after providing reasonable notice;
• You are responsible for any bank charges, chargeback fees, collection costs, and reasonable legal fees incurred in collecting overdue amounts; and
• Any third-party platform fees, media spend, software subscriptions, or pass-through costs approved by you are your responsibility unless expressly included in our fees.

Unless otherwise agreed in writing, retainers are non-refundable and are applied against services rendered and time reserved. We may require advance payment or a deposit before commencing work.

5. Cancellation and Refund Policy

Either party may terminate services in accordance with the applicable Service Order or, if no termination period is specified, by providing 30 days’ written notice. Termination will not relieve you of the obligation to pay for services performed, approved expenses, or non-cancellable commitments incurred before the effective termination date.

Unless required by applicable law or expressly stated in a Service Order, all fees paid are non-refundable, including setup fees, strategy fees, retainers, and amounts paid for work already completed or reserved capacity. If we terminate services due to your material breach, non-payment, unlawful instructions, or failure to provide necessary cooperation, no refund will be due for amounts already paid, except where required by law.

Upon cancellation or termination, we may, at our discretion and subject to payment of outstanding amounts, provide reasonable transition assistance, export of deliverables, or handover support, which may be billed at our then-current rates unless otherwise agreed.

6. Liability Limitations

To the maximum extent permitted by applicable law, NorthBridge Retention Marketing shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business opportunity, goodwill, data, 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 maximum 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 paid by you to NorthBridge Retention Marketing for the services giving rise to the claim during the three (3) months immediately preceding the event giving rise to the claim.

Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for fraud, wilful misconduct, or gross negligence to the extent such limitation is prohibited by law.

You acknowledge that marketing performance depends on numerous factors beyond our control, including customer behavior, market conditions, platform policies, deliverability, list quality, consent status, and your product or service offering. We do not guarantee specific revenue, conversion, retention, deliverability, open rates, click-through rates, or other performance outcomes unless expressly stated in writing.

7. Intellectual Property Rights

As between the parties, each party retains ownership of its pre-existing intellectual property, trademarks, trade names, software, methodologies, templates, and proprietary materials.

Subject to your payment of all amounts due, you will own the final deliverables specifically created for you under a Service Order, excluding our pre-existing materials, tools, frameworks, and know-how. To the extent any of our pre-existing materials are incorporated into deliverables, we grant you a non-exclusive, non-transferable, revocable license to use those materials solely in connection with your internal business purposes and the intended use of the deliverables.

You grant NorthBridge Retention Marketing a limited, non-exclusive license to use your logos, trademarks, content, and materials solely as necessary to perform the services. Unless otherwise agreed in writing, we may identify you as a client in our portfolio, case studies, or marketing materials, provided we do not disclose confidential information or personal information without consent.

You represent that you have all rights necessary to provide us with any materials you supply and that our use of such materials in performing the services will not infringe any third-party rights.

8. Data Protection and Privacy

NorthBridge Retention Marketing will handle personal information in accordance with applicable Canadian privacy laws, including the Personal Information Protection and Electronic Documents Act (“PIPEDA”) and any applicable provincial privacy legislation.

We will use personal information only for the purposes of providing and improving the services, communicating with you, managing accounts, complying with legal obligations, and as otherwise permitted by law or authorized by you.

You acknowledge and agree that:

• You are the controller or responsible organization for customer data you provide, unless otherwise agreed in writing;
• You are responsible for obtaining any required consents for marketing communications, including email and SMS communications, and for providing required disclosures and unsubscribe mechanisms;
• We may process personal information on your behalf as a service provider or processor, subject to applicable law and any separate data processing agreement, if executed;
• We may use subcontractors and third-party service providers to deliver the services, provided they are subject to confidentiality and data protection obligations consistent with these Terms; and
• You will promptly notify us of any suspected unauthorized access, disclosure, or loss of personal information related to the services.

Where required by law, we will maintain appropriate safeguards for personal information and cooperate with reasonable requests relating to access, correction, deletion, or portability, to the extent applicable and technically feasible.

9. Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under these Terms 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 will use commercially reasonable efforts to mitigate the impact of the force majeure event and resume performance as soon as reasonably practicable. If a force majeure event continues for more than 30 days, either party may terminate the affected services upon written notice.

10. Changes to Terms

We may update or modify 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 become effective on the date specified in the notice, or if no date is specified, upon posting.

Your continued use of the services after the effective date of any updated Terms constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the services and, if applicable, terminate the Service Order in accordance with its terms.

11. Applicable Law and Jurisdiction

These Terms and any dispute, claim, or controversy arising out of or relating to them, the services, or the relationship between the parties will 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 laws principles.

The parties irrevocably submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada, for the resolution of any dispute arising out of or relating to these Terms, subject to any mandatory rights or remedies available under applicable law.

12. Contact Information

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

• NorthBridge Retention Marketing
• Address: NorthBridge Retention Marketing, 1200 Bay Street, Toronto, ON M5R 2A5, Canada
• Email: [email protected]
• Phone: +1 (416) 782-5946

13. Severability Clause

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be severed to the minimum extent necessary, and the remaining provisions will remain in full force and effect. If any invalid or unenforceable provision can be modified to make it valid and enforceable, it will be deemed modified to the minimum extent necessary to achieve that result while preserving the parties’ intent as closely as possible.

These Terms constitute the entire agreement between you and NorthBridge Retention Marketing regarding the subject matter hereof, except as supplemented by any applicable Service Order or separate written agreement signed by both parties.