Terms of Service

Effective Date: 2026-05-25

1. Introduction and Acceptance of Terms

These Terms of Service (the “Terms”) govern your access to and use of the websites, platforms, materials, reports, communications, and digital marketing services provided by NorthBridge Digital Marketing (“NorthBridge Digital Marketing,” “we,” “us,” or “our”).

By accessing our website, engaging our services, signing a proposal, statement of work, order form, or other service agreement, or otherwise using our services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not use our services.

These Terms apply to all clients, prospects, website visitors, and other users of our services, subject to any separate written agreement signed by both parties. If a separate written agreement conflicts with these Terms, the separate written agreement will prevail to the extent of the conflict.

2. Scope of Services

NorthBridge Digital Marketing provides digital-marketing services, which may include, without limitation:

• Search Engine Optimization (SEO)
• Pay-Per-Click Advertising (PPC)
• Social Media Marketing
• Content Marketing Strategy
• Email Marketing Campaigns
• Website Analytics and Conversion Tracking

The exact scope, deliverables, timelines, assumptions, and fees for any engagement will be set out in a proposal, statement of work, order form, or other written agreement approved by both parties.

Unless expressly stated otherwise in writing, our services are advisory and implementation-based digital marketing services only. We do not guarantee specific business outcomes, including but not limited to rankings, traffic levels, lead volume, conversion rates, revenue, ad approvals, or return on investment.

You acknowledge that search engines, social media platforms, email service providers, advertising networks, and analytics tools are controlled by third parties and may change their policies, algorithms, interfaces, or availability at any time. We are not responsible for third-party actions, outages, suspensions, policy changes, or account restrictions.

3. User Obligations and Responsibilities

You agree to provide accurate, complete, and timely information necessary for us to perform the services. You are responsible for reviewing all materials, campaigns, copy, creative assets, targeting parameters, and approvals before publication or launch.

You represent and warrant that:

• you have the authority to enter into these Terms and any related agreement;
• all information and materials you provide are accurate and do not infringe any third-party rights;
• you comply with all applicable laws, regulations, and industry rules relating to your products, services, promotions, and communications;
• you have obtained all necessary consents, permissions, and licenses for content, data, and tracking tools you instruct us to use;
• you will not use our services for unlawful, deceptive, harmful, discriminatory, or misleading purposes.

You are solely responsible for your products, services, claims, pricing, offers, website content, landing pages, privacy notices, terms, and customer interactions. You must promptly notify us of any changes that may affect our services.

Where access credentials, advertising accounts, analytics accounts, social media accounts, or website access are required, you are responsible for maintaining secure credentials and for all activity occurring under your accounts, except to the extent caused by our proven gross negligence or willful misconduct.

4. Payment Terms and Conditions

Fees, billing cycles, retainers, setup charges, media spend, and other payment terms will be specified in the applicable proposal, statement of work, invoice, or order form.

Unless otherwise agreed in writing:

• all fees are stated in Canadian dollars (CAD) and are exclusive of applicable taxes, including GST/HST, which will be added where required by law;
• invoices are due upon receipt or within the payment period stated on the invoice;
• retainer fees are earned upon receipt and are non-refundable except where required by applicable law or expressly stated otherwise in writing;
• third-party costs, including advertising spend, software subscriptions, stock assets, hosting, plugins, and contractor fees, are your responsibility unless expressly included in our fees;
• late payments may result in suspension of services, delayed deliverables, or termination of the engagement;
• overdue amounts may accrue interest at the lesser of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law.

You authorize us, where applicable and agreed, to charge your designated payment method for recurring fees, approved expenses, and outstanding balances. You are responsible for ensuring that payment information remains current and valid.

If a payment is disputed, you must notify us promptly in writing and cooperate in good faith to resolve the issue. You may not withhold undisputed amounts.

5. Cancellation and Refund Policy

Either party may cancel an ongoing service arrangement by providing written notice in accordance with the applicable agreement or, if no notice period is specified, on thirty (30) days’ written notice.

Upon cancellation:

• you remain responsible for all fees, expenses, and third-party charges incurred up to the effective cancellation date;
• any work completed, time spent, or deliverables prepared before cancellation will be billed and payable;
• prepaid fees may be applied to completed work, committed resources, and non-cancellable costs.

Unless required by applicable law or expressly stated in a written agreement, fees paid for services already commenced are non-refundable. Refunds, if any, are issued at our sole discretion only where a material service failure is directly attributable to us and cannot reasonably be remedied.

We may suspend or terminate services immediately if you breach these Terms, fail to pay amounts due, provide unlawful instructions, or engage in conduct that materially impairs our ability to perform the services.

6. Liability Limitations

To the fullest extent permitted by applicable Canadian law, NorthBridge Digital Marketing 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 relating 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 paid by you to NorthBridge Digital Marketing for the specific 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 any other liability that cannot lawfully be excluded or limited.

You acknowledge that digital marketing results depend on numerous factors outside our control, including market conditions, competition, platform policies, consumer behavior, website performance, and your own business operations. We do not warrant uninterrupted, error-free, or secure service, nor do we guarantee any particular outcome.

7. Intellectual Property Rights

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

Subject to full payment of all applicable fees, you receive a non-exclusive, non-transferable license to use the final deliverables created specifically for you under the applicable agreement for your internal business purposes and for the intended marketing use described in that agreement.

Unless otherwise agreed in writing, NorthBridge Digital Marketing retains all rights in:

• our proprietary processes, frameworks, strategies, know-how, and methodologies;
• drafts, working files, templates, and tools not expressly identified as final deliverables;
• general ideas, concepts, and techniques developed or used in the course of providing the services.

You grant us a worldwide, royalty-free, non-exclusive license to use, reproduce, modify, display, and process the materials you provide solely as necessary to perform the services.

You represent that you have all rights necessary to provide any content, data, images, videos, testimonials, trademarks, or other materials you supply, and you indemnify us against claims arising from your materials or instructions.

8. Data Protection and Privacy

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

In the course of providing services, we may collect, use, disclose, store, and process personal information for purposes including account administration, service delivery, analytics, reporting, billing, communications, and legal compliance.

You acknowledge and agree that:

• you are responsible for ensuring that you have all required notices, consents, and legal bases to share personal information with us;
• we may rely on third-party processors, platforms, and service providers to deliver the services;
• data transmitted over the internet may not be completely secure;
• we may retain records as required by law, for dispute resolution, audit, and legitimate business purposes.

Where applicable, our handling of personal information is also governed by our privacy policy and any data processing terms agreed between the parties. If there is a conflict between these Terms and a signed data processing agreement, the signed data processing agreement will prevail to the extent of the conflict.

9. Force Majeure

Neither party shall 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, epidemic, pandemic, war, terrorism, civil unrest, labour disputes, power failures, internet outages, platform disruptions, government action, or failures of third-party 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. If a force majeure event continues for an extended period and materially affects performance, either party may terminate the affected services on 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, technology, or legal requirements.

The updated Terms will be posted on our website or otherwise communicated to you and will become effective on the date stated in the revised version, unless a later effective date is specified. Your continued use of our services after the effective date of the revised Terms constitutes acceptance of the updated Terms.

If you do not agree to revised Terms, you must stop using the services and, if applicable, provide notice of termination in accordance with the cancellation provisions.

11. Applicable Law and Jurisdiction

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

Subject to any mandatory consumer protection or other non-waivable legal rights, the parties irrevocably submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada for the resolution of any dispute arising from or relating to these Terms or the services.

12. Contact Information

If you have any questions, concerns, or notices regarding these Terms or our services, please contact:

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 shall be severed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

If any invalid, illegal, or unenforceable provision can be modified to make it valid and enforceable, the provision shall be deemed modified to the minimum extent necessary to make it enforceable while preserving the parties’ original intent as closely as possible.

By using the services of NorthBridge Digital Marketing, you acknowledge that you have read, understood, and agreed to these Terms of Service.