These Terms of Service ("Terms") govern the provision of services by Northstar Automation Ltd ("Northstar Automation Ltd", "we", "us", or "our") to clients, users, and other persons who access or use our services ("you" or "Client"). By engaging our services, signing a proposal or statement of work, or otherwise accepting the benefit of our services, you agree to be bound by these Terms.
1. Introduction and acceptance of terms
These Terms form a legally binding agreement between you and Northstar Automation Ltd in relation to the services we provide in the field of marketing automation. If you do not agree to these Terms, you must not use or engage our services.
Any quotation, proposal, order form, statement of work, service schedule, or similar document issued by Northstar Automation Ltd may incorporate these Terms by reference. In the event of any conflict between these Terms and a duly executed statement of work or written service agreement, the latter shall prevail to the extent of the inconsistency.
2. Scope of services
Northstar Automation Ltd provides marketing-automation services, which may include, without limitation:
- marketing automation strategy;
- email nurture campaign setup;
- CRM and lead scoring integration;
- customer journey mapping;
- workflow and trigger automation; and
- campaign performance reporting.
The exact scope, deliverables, timelines, assumptions, and dependencies will be set out in the relevant proposal, statement of work, or written agreement. Any services not expressly included are excluded unless agreed in writing by both parties.
You acknowledge that the performance and outcomes of marketing automation services may depend on factors outside our control, including your business processes, data quality, third-party platforms, user adoption, deliverability conditions, and changes to external systems or algorithms.
3. User obligations and responsibilities
You agree to:
- provide accurate, complete, and timely information, access, approvals, and materials required for us to perform the services;
- ensure that any content, data, customer lists, consent records, trademarks, and materials you provide are lawful, accurate, and do not infringe third-party rights;
- maintain all required legal bases, notices, and consents for the collection, use, and processing of personal data and for the sending of marketing communications where applicable;
- promptly review deliverables, test automations, and notify us of errors, concerns, or required changes;
- keep secure all usernames, passwords, API keys, and access credentials and notify us promptly of any suspected compromise;
- use the services in compliance with applicable laws, regulations, platform terms, and industry standards; and
- cooperate reasonably with us to enable the timely and effective delivery of the services.
You are solely responsible for decisions made based on campaign reports, analytics, automation logic, segmentation, or lead scoring outputs, and for the use of any third-party tools or platforms that you instruct us to configure or integrate.
We may suspend or limit services if you fail to meet your obligations, if continued performance would be unlawful or unsafe, or if third-party access is withdrawn.
4. Payment terms and conditions
Fees, billing cycles, and payment milestones will be specified in the relevant proposal, order form, or statement of work. Unless otherwise agreed in writing:
- all fees are payable in the currency stated on the invoice;
- invoices are due within 14 days of the invoice date;
- fees are exclusive of VAT and any other applicable taxes, duties, or charges, which shall be payable by you where applicable;
- we may require advance payment, a deposit, or staged payments before commencing or continuing services;
- late payments may result in suspension of services and/or interest on overdue sums at the maximum rate permitted by law, accruing daily until paid in full;
- you remain responsible for all reasonable costs incurred in collecting overdue amounts, including legal and debt recovery costs where permitted by law; and
- any third-party platform fees, software subscriptions, media spend, licensing costs, or ad-hoc expenses incurred on your behalf are payable by you unless expressly included in our fees.
We may increase our fees on renewal or for additional work, provided that we notify you in advance in writing.
5. Cancellation and refund policy
You may cancel services by providing written notice to Northstar Automation Ltd in accordance with any notice period set out in the relevant agreement. Unless otherwise agreed in writing:
- any non-refundable deposit, setup fee, strategy fee, or work already performed remains payable in full;
- fees for services delivered or committed resources allocated up to the effective cancellation date are non-refundable;
- if you cancel after work has commenced, you must pay for all work completed, expenses incurred, and committed third-party costs;
- we may cancel or suspend services immediately if you materially breach these Terms, fail to pay, provide unlawful instructions, or misuse the services;
- refunds, if any, are issued only where expressly required by a written agreement or applicable law.
Any cancellation will not affect rights or obligations accrued before the effective cancellation date.
6. Liability limitations
To the fullest extent permitted by applicable law, Northstar Automation Ltd shall not be liable for:
- any indirect, incidental, special, consequential, or punitive losses;
- loss of profits, revenue, business, goodwill, data, anticipated savings, or opportunity;
- losses arising from incorrect, incomplete, or late information provided by you;
- failures, outages, or restrictions of third-party systems, platforms, APIs, or service providers;
- any decisions, actions, or inactions taken by you based on reports, dashboards, automation outputs, or recommendations; or
- any use of the services contrary to our instructions or the applicable agreement.
Nothing in these Terms shall limit or exclude liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law.
Subject to the foregoing, 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 or payable by you to Northstar Automation Ltd for the specific services giving rise to the claim during the three-month period preceding the event giving rise to the claim, unless otherwise required by law or expressly agreed in writing.
7. Intellectual property rights
Unless otherwise agreed in writing:
- each party retains ownership of its pre-existing intellectual property, confidential information, tools, templates, software, methodologies, and know-how;
- upon full payment of all applicable fees, you receive a non-exclusive, non-transferable licence to use the deliverables created specifically for you for your internal business purposes and for the intended use of the services;
- we retain ownership of all generic concepts, workflows, frameworks, processes, code snippets, templates, and techniques developed or used in providing the services, except to the extent they are expressly assigned to you in writing;
- you grant us a limited licence to use your materials and data solely to perform the services;
- you must not copy, reverse engineer, resell, sublicense, or distribute our proprietary materials except as expressly permitted in writing.
If third-party software, plugins, connectors, or platforms are used, your use of those tools is subject to the applicable third-party licence terms and agreements.
8. Data protection and privacy
Northstar Automation Ltd processes personal data in accordance with applicable data protection and privacy laws and only as necessary to provide the services, comply with legal obligations, manage our business relationship, and improve our operations where lawful.
Where we process personal data on your behalf, you acknowledge that you are responsible for ensuring that:
- you have a valid legal basis for the processing;
- appropriate privacy notices and consent mechanisms are in place where required;
- data subjects have been informed of the relevant processing activities;
- any cross-border transfers are lawful;
- you have the right to instruct us to process the data in connection with the services; and
- you will cooperate with us regarding data subject requests, security incidents, and regulatory inquiries.
We may use subprocessors and third-party service providers to assist in delivering the services, provided such parties are subject to appropriate contractual and security safeguards. You agree not to provide sensitive personal data unless expressly required for the services and agreed in writing.
Further privacy information may be provided in a separate privacy notice or data processing agreement where applicable. In the event of a conflict between these Terms and a data processing agreement, the data processing agreement shall prevail for data-processing matters.
9. Force majeure
Northstar Automation Ltd shall not be liable for any delay or failure to perform its obligations to the extent caused by circumstances beyond its reasonable control, including but not limited to:
- acts of God, fire, flood, storm, earthquake, or natural disaster;
- war, terrorism, civil unrest, riots, or industrial action;
- failures or interruptions of utilities, telecommunications, internet services, hosting, cloud infrastructure, or third-party platforms;
- governmental action, sanctions, embargoes, or changes in law;
- epidemics, pandemics, or public health emergencies; and
- any other event that could not reasonably have been foreseen or prevented.
Where a force majeure event continues for a prolonged period, either party may have the right to suspend or terminate the affected services on written notice, without liability except for amounts accrued before the event.
10. Changes to terms
We may update or amend these Terms from time to time to reflect changes in our services, business practices, legal requirements, or operational needs. Where changes are material, we will provide reasonable prior notice by email, website notice, or other appropriate means.
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 relevant agreement in accordance with its terms.
11. Applicable law and jurisdiction
These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, 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 statutory rights that cannot be excluded by agreement.
12. Contact information
If you have any questions, notices, complaints, or legal correspondence relating to these Terms or our services, please contact:
- Northstar Automation Ltd
- Northstar Automation, 3rd Floor, 12 Hammersmith Grove, Hammersmith, London W6 7AP, United Kingdom
- Email: [email protected]
- Phone: +44 20 7864 5192
13. Severability clause
If any provision of these Terms is held to be invalid, unlawful, void, or unenforceable by a court or competent authority, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, or if that is not possible, severed from these Terms.
The remaining provisions shall continue in full force and effect. No invalidity or unenforceability of any part shall affect the validity and enforceability of the remainder of these Terms.
By engaging the services of Northstar Automation Ltd, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.