Terms of Service for Northbridge Programmatic Media

Effective Date: 8 July 2026

These Terms of Service (the “Terms”) govern access to and use of the services provided by Northbridge Programmatic Media, a business operating in the United Kingdom from Northbridge Programmatic Media, 27 Finsbury Square, London EC2A 1DS, United Kingdom (the “Company”, “we”, “us”, or “our”). By engaging our services, accessing our website, or otherwise entering into an agreement with us, you agree to be bound by these Terms.

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 (“Client”, “you”, or “your”) and Northbridge Programmatic Media in relation to the provision of programmatic advertising and related services.

By:

• requesting a proposal, quotation, or statement of work;
• signing or otherwise accepting an order form, insertion order, statement of work, or similar document;
• using or permitting the use of our services; or
• paying any invoice issued by us,

you acknowledge that you have read, understood, and agreed to these Terms.

Where a separate written agreement, statement of work, or order form is executed between the parties, that document shall prevail to the extent of any inconsistency with these Terms, unless expressly stated otherwise.

2. Scope of Services

Northbridge Programmatic Media provides programmatic advertising and related digital media services, which may include, without limitation:

• programmatic display advertising;
• Connected TV campaign management;
• audience targeting and segmentation;
• retargeting and remarketing campaigns;
• demand-side platform campaign setup and optimisation;
• creative testing and dynamic ad delivery; and
• campaign reporting and performance analysis.

We may provide services directly or through third-party platforms, publishers, technology providers, data providers, and other partners. You acknowledge that the performance of advertising campaigns may be affected by factors outside our control, including market conditions, platform policies, auction dynamics, inventory availability, audience behaviour, and third-party technical issues.

Unless expressly agreed in writing, we do not guarantee any specific outcome, including impressions, clicks, conversions, return on ad spend, viewability, reach, brand lift, or other performance metrics.

3. User Obligations and Responsibilities

You agree that you will:

• provide accurate, complete, and up-to-date information to us;
• ensure that all materials, content, data, targeting instructions, and campaign briefs supplied by you are lawful, accurate, and do not infringe any third-party rights;
• obtain and maintain all necessary rights, consents, permissions, approvals, and notices required for the use of your materials and data;
• comply with all applicable laws and regulations, including advertising, consumer protection, data protection, e-commerce, intellectual property, and competition laws;
• ensure that your websites, landing pages, products, services, and offers comply with applicable law and platform policies;
• not use our services for unlawful, misleading, defamatory, discriminatory, harmful, or fraudulent purposes;
• not upload, transmit, or request any content that contains malware, spyware, or other harmful code;
• co-operate promptly with reasonable requests for information, approvals, and materials necessary for campaign delivery;
• review campaign outputs, reports, and recommendations in a timely manner; and
• notify us promptly of any issues, suspected errors, or unauthorised activity relating to the services.

You are solely responsible for the legality and suitability of your advertising content, claims, offers, targeting criteria, and landing pages. We may refuse, suspend, or remove any campaign, creative, or instruction that we reasonably believe breaches law, regulation, platform policy, or these Terms.

4. Payment Terms and Conditions

Unless otherwise agreed in writing:

• all fees are stated exclusive of VAT and any other applicable taxes, which shall be payable by you in addition to the fees;
• invoices are payable within 14 days of the invoice date;
• media spend, platform fees, data fees, third-party costs, and other pass-through expenses may be charged separately and may require prepayment or deposit;
• we may require advance payment, a retainer, or credit approval before commencing or continuing services;
• late payments may result in suspension of services, campaign pauses, or withholding of deliverables until all outstanding sums are paid;
• we reserve the right to charge interest on overdue amounts at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998, together with reasonable recovery costs and administrative charges permitted by law.

Any disputed invoice must be notified to us in writing within 7 days of receipt, specifying the basis of the dispute in reasonable detail. You must pay any undisputed portion of the invoice by the due date.

Unless expressly stated otherwise, fees are non-cancellable and non-refundable once services have commenced, budgets have been committed, or third-party costs have been incurred.

5. Cancellation and Refund Policy

You may cancel services by giving us written notice in accordance with any applicable statement of work or order form. Where no specific notice period is agreed, a minimum of 30 days’ written notice is required for ongoing services.

Upon cancellation:

• you remain liable for all fees, media spend, third-party charges, and expenses incurred up to the effective cancellation date;
• any committed media budgets, platform reservations, creative production costs, or third-party commitments are non-refundable;
• any work completed up to the cancellation date shall be invoiced and payable in full;
• we may, at our discretion, provide handover assistance subject to additional charges.

Refunds will only be issued where required by law or where we expressly agree in writing. No refund shall be due for partial use, underperformance, or campaign results that do not meet expectations, unless such refund is expressly set out in a written agreement signed by both parties.

We may suspend or terminate services immediately if you materially breach these Terms, fail to pay sums due, provide unlawful instructions, or engage in conduct that may damage our reputation, systems, or relationships with third parties.

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 be excluded or limited under applicable law.

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

• we shall not be liable for indirect, incidental, special, consequential, or punitive losses or damages;
• we shall not be liable for loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, loss of data, or business interruption;
• we shall not be liable for any failure or delay caused by third-party platforms, publishers, ad exchanges, demand-side platforms, data providers, internet service providers, or other external systems;
• we shall not be liable for campaign performance affected by your instructions, budgets, creative assets, landing pages, tracking setup, or third-party changes.

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 Programmatic Media in the 3 months preceding the event giving rise to the claim, except where a different cap is expressly agreed in writing.

You acknowledge that programmatic advertising involves inherent risks, including fluctuations in inventory, audience availability, pricing, and performance. You are responsible for maintaining appropriate insurance for your business activities and advertising campaigns.

7. Intellectual Property Rights

As between the parties, each party retains ownership of its pre-existing intellectual property rights.

Subject to full payment of all amounts due, we grant you a non-exclusive, non-transferable, revocable licence to use deliverables created specifically for you under the applicable agreement solely for your internal business purposes and for the campaign or campaigns for which they were created, unless otherwise agreed in writing.

Unless expressly transferred in writing:

• we retain all rights in our methodologies, templates, processes, tools, software configurations, know-how, analytics frameworks, reporting formats, and campaign optimisation techniques;
• you retain all rights in your trademarks, logos, brand assets, product information, and supplied materials;
• third-party materials remain subject to the applicable third-party licence terms.

You grant Northbridge Programmatic Media a non-exclusive, worldwide, royalty-free licence during the term of the services to use your materials, data, and branding solely to the extent necessary to provide the services and fulfil our obligations under these Terms.

You warrant that any materials you provide do not infringe the intellectual property rights of any third party and that you have all necessary permissions for their use in advertising campaigns.

8. Data Protection and Privacy

We 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, as amended from time to time.

Where we process personal data on your behalf, we will do so only in accordance with your lawful instructions and any applicable data processing agreement. You are responsible for ensuring that you have a lawful basis for collecting, sharing, and instructing the processing of personal data for campaign purposes.

You must ensure that any required privacy notices, cookie notices, consent mechanisms, and marketing opt-outs are properly implemented on your websites, landing pages, and other digital properties. You are responsible for obtaining any consents required for tracking, profiling, remarketing, and audience segmentation, where applicable.

We may use third-party platforms and service providers that process data outside the United Kingdom. Where applicable, appropriate safeguards will be used in accordance with UK data protection law.

Further details about our data handling practices may be set out in a separate privacy policy, data processing agreement, or similar document. In the event of inconsistency, the data processing agreement shall prevail in relation to personal data processing matters.

9. Force Majeure

We shall not be liable for any failure or delay in performing our obligations where such failure or delay results from events, circumstances, or causes beyond our reasonable control, including but not limited to:

• acts of God, fire, flood, storm, or natural disaster;
• war, terrorism, civil unrest, or governmental action;
• internet outages, telecommunications failures, cyberattacks, or power failures;
• platform outages, policy changes, account suspensions, or third-party system failures;
• labour disputes, strikes, or shortages;
• epidemics, pandemics, or public health emergencies.

Where a force majeure event occurs, we may suspend performance for the duration of the event and shall use reasonable efforts to resume services as soon as practicable.

10. Changes to Terms

We may update or amend these Terms from time to time to reflect changes in law, regulatory guidance, business practices, or the scope of our services.

Where changes are material, we will use reasonable efforts to provide notice by email, website notice, or other appropriate means. The updated Terms will take effect on the date specified in the notice or, if no date is specified, upon publication.

Your continued use of our 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 cease using the services and, where applicable, terminate the agreement in accordance with these Terms.

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 Northbridge Programmatic Media, please use the details below:

• Company: Northbridge Programmatic Media
• Address: Northbridge Programmatic Media, 27 Finsbury Square, London EC2A 1DS, United Kingdom
• Email: [email protected]
• Phone: +44 20 7946 5831

13. Severability Clause

If any provision of these Terms is held 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, or if such modification is not possible, it shall be severed from these Terms.

The remaining provisions shall continue in full force and effect. If any invalid, unlawful, or unenforceable provision would be valid, lawful, and enforceable if part of it were deleted, the provision shall apply with the minimum modification necessary to make it enforceable.

These Terms constitute the entire agreement between you and Northbridge Programmatic Media in relation to their subject matter and supersede any prior discussions, understandings, or representations, whether oral or written, except where expressly incorporated by reference.