Terms of Service for NorthBridge Email Studio

Effective Date: May 25, 2026

1. Introduction and Acceptance of Terms

These Terms of Service (the “Terms”) govern your access to and use of the services provided by NorthBridge Email Studio, located at NorthBridge Email Studio, 1200 St. Laurent Boulevard, Ottawa, ON K1K 3B8, Canada (“NorthBridge Email Studio,” “we,” “us,” or “our”).

By engaging our services, signing a proposal or statement of work, paying an invoice, 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.

These Terms apply to all services provided by NorthBridge Email Studio in connection with email-marketing and related consulting, creative, technical, and analytical services.

2. Scope of Services

NorthBridge Email Studio provides email-marketing services, which may include, without limitation:

• Email campaign strategy;
• Marketing automation setup;
• Newsletter design and writing;
• Audience segmentation;
• A/B testing and optimization;
• Welcome and nurture sequences; and
• Campaign reporting and analytics.

The specific scope, deliverables, timelines, 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 (collectively, the “Service Order”).

Unless expressly stated in a Service Order, NorthBridge Email Studio does not provide legal, tax, accounting, or regulatory advice, and you are solely responsible for ensuring that your marketing practices comply with applicable laws, industry rules, platform policies, and consent requirements.

3. User Obligations and Responsibilities

You agree to:

• Provide accurate, complete, and timely information necessary for us to perform the services;
• Obtain and maintain all rights, permissions, and consents required for email marketing activities, including recipient consent where required;
• Ensure that all content, claims, offers, and materials you provide are lawful, accurate, non-infringing, and not misleading;
• Comply with all applicable laws and regulations, including Canadian anti-spam and privacy laws, and any applicable foreign laws if you target recipients outside Canada;
• Maintain the security of your accounts, passwords, and access credentials provided to us or used in connection with the services;
• Promptly review and approve drafts, deliverables, and campaign materials when requested;
• Not use our services for unlawful, deceptive, harassing, discriminatory, or fraudulent purposes; and
• Indemnify NorthBridge Email Studio for losses arising from your breach of these obligations, subject to applicable law.

You acknowledge that email deliverability, open rates, click-through rates, conversions, and similar metrics are influenced by many factors outside our control, including recipient behavior, mailbox provider filtering, list quality, and platform changes. We do not guarantee any specific business outcome.

4. Payment Terms and Conditions

Fees, billing schedules, and payment terms will be specified in the applicable Service Order or invoice. Unless otherwise agreed in writing:

• All fees are stated in Canadian dollars (CAD) unless otherwise indicated;
• Invoices are due upon receipt or within the payment period stated on the invoice;
• Late payments may result in suspension of services until all outstanding amounts are paid in full;
• You are responsible for any applicable taxes, including GST/HST, sales taxes, or similar charges, except taxes based on our net income;
• Any third-party costs, software subscriptions, media, stock assets, or platform fees approved by you are your responsibility unless expressly included in the Service Order;
• Chargebacks or payment disputes initiated without first contacting us in good faith may be treated as a material breach of these Terms.

If a Service Order provides for a retainer, milestone payments, or recurring fees, those amounts are non-cancellable and payable as stated, except where mandatory consumer protection law applies and cannot be waived.

5. Cancellation and Refund Policy

Either party may cancel an engagement in accordance with the cancellation terms in the applicable Service Order or, if none are stated, by providing written notice to the other party.

• Work already performed, time spent, and approved third-party costs are non-refundable;
• Deposits and retainers are non-refundable to the extent permitted by law, as they reserve our time and resources;
• If you cancel before completion, you remain responsible for all fees accrued up to the effective cancellation date;
• Where a refund is expressly approved by NorthBridge Email Studio in writing, it will be limited to the amount and conditions stated in that approval;
• No refund will be provided for delays caused by your failure to provide materials, approvals, access, or instructions in a timely manner.

If mandatory law requires a refund in a particular circumstance, these Terms will be interpreted to comply with that law.

6. Liability Limitations

To the fullest extent permitted by applicable law, NorthBridge Email Studio shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, business opportunity, 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 Email Studio for the specific service giving rise to the claim during the three (3) months 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 where such limitation is prohibited.

7. Intellectual Property Rights

Unless otherwise stated in a Service Order, upon full payment of all amounts due, you will own the final, client-specific deliverables created specifically for you under the engagement, excluding any pre-existing materials, templates, frameworks, processes, software, know-how, and tools owned by or licensed to NorthBridge Email Studio.

NorthBridge Email Studio retains all rights, title, and interest in and to its pre-existing intellectual property, including methodologies, reusable components, templates, code, design systems, and general expertise. To the extent such materials are incorporated into deliverables, we grant you a non-exclusive, non-transferable license to use them solely as part of the deliverables for your internal business purposes, unless otherwise agreed in writing.

You represent and warrant that any materials you provide to us do not infringe the rights of any third party and that you have all necessary rights to permit us to use those materials in performing the services.

Unless you notify us in writing otherwise, you grant NorthBridge Email Studio a limited, non-exclusive, royalty-free license to use your name, logo, and a general description of the project for portfolio, case study, and marketing purposes, provided that we do not disclose confidential information or personal information without consent where required by law.

8. Data Protection and Privacy

NorthBridge Email Studio 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.

In providing email-marketing services, we may process personal information on your behalf, including subscriber lists, engagement data, campaign performance data, and related business contact information. You are responsible for ensuring that you have a lawful basis, consent, or other authority to collect, use, disclose, and transfer such information to us and to any third-party platforms used in the engagement.

We will:

• Use personal information only as necessary to provide the services, comply with law, and protect our legitimate business interests;
• Implement reasonable administrative, technical, and physical safeguards appropriate to the nature of the information;
• Limit access to personal information to personnel and service providers who need it to perform the services;
• Notify you without undue delay if we become aware of a confirmed privacy or security incident affecting personal information under our control, as required by law or contract.

You acknowledge that email-marketing platforms, analytics tools, and other third-party services may store or process data outside Canada. Where such transfers occur, you are responsible for ensuring that your use of those services complies with applicable law and your own privacy notices.

If we maintain a separate privacy policy, that policy will supplement these Terms and govern our handling of personal information to the extent of any inconsistency, except where these Terms expressly state otherwise.

9. Force Majeure

NorthBridge Email Studio will not be liable for any delay or failure to perform its obligations due to events beyond its reasonable control, including but not limited to acts of God, fire, flood, severe weather, epidemic, pandemic, war, terrorism, civil unrest, labour disputes, power outages, internet or telecommunications failures, cyberattacks, platform outages, government actions, or failures of third-party providers.

During a force majeure event, our obligations will be suspended for the duration of the event, and we will use commercially reasonable efforts to resume performance as soon as practicable.

10. Changes to Terms

We may update or modify these Terms from time to time to reflect changes in our services, business practices, or legal requirements. The updated Terms will be effective upon posting or upon notice to you, as applicable.

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

11. Applicable Law and Jurisdiction

These Terms and any dispute arising out of or relating to them, the services, or any Service Order 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 Ottawa, Ontario, Canada for the resolution of any dispute arising under or in connection with these Terms.

12. Contact Information

If you have any questions about these Terms or our services, please contact us at:

• NorthBridge Email Studio
• 1200 St. Laurent Boulevard, Ottawa, ON K1K 3B8, Canada
• Email: [email protected]
• Phone: +1 (613) 745-9826

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

If any invalid or unenforceable provision can be modified to make it valid and enforceable while preserving its intent, it will be deemed modified accordingly to the extent permitted by law.

These Terms constitute the entire agreement between you and NorthBridge Email Studio regarding the subject matter hereof, unless superseded by a signed written agreement or Service Order. In the event of a conflict between these Terms and a Service Order, the Service Order will prevail to the extent of the conflict.