Terms of Service - Northbridge Regional Solutions Ltd

Effective Date: 21 July 2026

These Terms of Service (“Terms”) govern access to and use of the services provided by Northbridge Regional Solutions Ltd (“Northbridge Regional Solutions Ltd”, “we”, “us”, or “our”). By engaging our services, requesting a quotation, signing an order form, or otherwise accepting these Terms, you (“Client”, “you”, or “your”) agree to be bound by them.

If you do not agree to these Terms, you must not use or receive our services.

1. Introduction and Acceptance of Terms

These Terms constitute a legally binding agreement between you and Northbridge Regional Solutions Ltd, a regional business providing operational support services from its registered business address at Northbridge Regional Solutions, 14 Featherstone Street, London EC1Y 8SL, UK.

By using our services, confirming a booking, authorising work, paying an invoice, or otherwise accepting performance from us, you acknowledge that:

• you have read and understood these Terms;
• you are legally capable of entering into a binding agreement;
• you have authority to bind the entity on whose behalf you are acting, if applicable; and
• these Terms apply to all services we provide unless expressly varied in writing by us.

2. Scope of Services

Northbridge Regional Solutions Ltd provides regional operational support services, which may include, without limitation:

• regional operations support;
• multi-site coordination;
• local maintenance scheduling;
• field service management;
• on-site customer support;
• area-based logistics planning; and
• compliance and reporting assistance.

The precise scope, deliverables, timelines, service levels, site coverage, pricing, and any special conditions will be set out in a proposal, quotation, statement of work, order form, service schedule, or other written confirmation issued by Northbridge Regional Solutions Ltd and accepted by you (“Service Order”).

We may subcontract or delegate certain tasks to suitably qualified personnel or third-party providers, provided that we remain responsible for the performance of our obligations to the extent required by applicable law and the relevant Service Order.

Unless expressly stated otherwise, our services are advisory and operational in nature and do not include legal, tax, engineering, regulated compliance, health and safety consultancy, or other services requiring licensure or specialist accreditation.

3. User Obligations and Responsibilities

You agree to:

• provide accurate, complete, and timely information necessary for us to perform the services;
• ensure safe and lawful access to relevant sites, premises, equipment, systems, records, and personnel;
• obtain all required permissions, consents, and approvals for our personnel or contractors to attend sites or access systems;
• comply with all applicable laws, regulations, site rules, and industry standards relating to your operations;
• maintain appropriate insurance for your business activities, premises, vehicles, equipment, and third-party liabilities;
• promptly review deliverables, reports, schedules, and recommendations and notify us of any concerns;
• not misuse our services, personnel, reports, templates, systems, or intellectual property; and
• cooperate with reasonable requests necessary for the effective delivery of services.

You are responsible for the accuracy and legality of all information, instructions, and materials you provide. We are entitled to rely on such information without independently verifying it unless expressly agreed otherwise in writing.

You must not use our services in a way that:

• is unlawful, deceptive, harmful, or fraudulent;
• interferes with our operations or those of our suppliers;
• compromises health, safety, security, or compliance requirements; or
• infringes the rights of any third party.

4. Payment Terms and Conditions

Fees, charges, and payment milestones will be set out in the applicable Service Order or invoice. Unless otherwise agreed in writing:

• all fees are stated exclusive of applicable taxes, which shall be added where required by law;
• invoices are payable within 14 days of the invoice date;
• we may require advance payment, retainer fees, or staged payments for ongoing or multi-site work;
• expenses reasonably incurred in connection with the services may be charged to you if pre-approved or included in the Service Order;
• late payments may accrue interest at the maximum rate permitted by law, calculated daily until paid in full; and
• you are responsible for all reasonable costs of recovery incurred by us in collecting overdue amounts.

We may suspend performance of services if any undisputed invoice remains unpaid after notice to you, without prejudice to any other rights or remedies.

If you dispute an invoice, you must notify us in writing within 7 days of receipt, providing full details of the dispute. You must pay all undisputed amounts on time.

5. Cancellation and Refund Policy

Cancellations and changes must be made in writing and will only be effective when acknowledged by Northbridge Regional Solutions Ltd.

Unless otherwise stated in the Service Order:

• cancellations made more than 14 days before the scheduled start date may be subject to a reasonable administrative fee;
• cancellations made 14 days or fewer before the scheduled start date may result in a cancellation charge reflecting committed resources, planning time, reserved capacity, and non-recoverable costs;
• work already performed, third-party charges, travel commitments, and expenses are non-refundable;
• if we terminate services due to your breach, no refund will be due for amounts already earned or costs already incurred; and
• any refund, if applicable, will be limited to fees paid for services not yet performed, less any permitted deductions.

Where services are delivered in phases or on a recurring basis, you may cancel future phases or renewals by providing notice in accordance with the Service Order. Cancellation does not affect your obligation to pay for work completed up to the effective cancellation date.

Nothing in this clause affects any mandatory consumer rights that may apply where our services are supplied to an individual acting outside a trade, business, or profession, to the extent such rights cannot be excluded by law.

6. Liability Limitations

To the fullest extent permitted by applicable law, Northbridge Regional Solutions Ltd shall not be liable for:

• loss of profit, loss of revenue, loss of business, loss of opportunity, or loss of goodwill;
• indirect, consequential, special, or punitive losses;
• loss arising from inaccurate or incomplete information supplied by you or your representatives;
• delays or failures caused by third parties, site access issues, or events outside our reasonable control; or
• any use of our deliverables contrary to our instructions or outside the agreed scope.

Nothing in these Terms limits or excludes liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• any liability that cannot be limited or excluded under applicable law; or
• your obligation to pay undisputed fees due under these Terms.

Subject to the above, our total aggregate liability arising out of or in connection with the services, whether in contract, tort, misrepresentation, restitution, or otherwise, shall be limited to the total fees paid or payable by you to Northbridge Regional Solutions Ltd for the specific service giving rise to the claim during the 3 months preceding the event first giving rise to liability, unless a different cap is expressly stated in the applicable Service Order.

You acknowledge that our pricing reflects the allocation of risk set out in these Terms.

7. Intellectual Property Rights

All intellectual property rights in and to our pre-existing materials, templates, methodologies, processes, software, know-how, checklists, reports, and documentation remain the property of Northbridge Regional Solutions Ltd or our licensors.

Subject to your full payment of all amounts due, we grant you a non-exclusive, non-transferable, revocable licence to use the deliverables created specifically for you under the relevant Service Order for your internal business purposes only, unless otherwise agreed in writing.

You must not, without our prior written consent:

• copy, modify, distribute, sell, or sublicense our materials;
• remove or obscure any proprietary notices;
• reverse engineer any non-public tools or processes we provide; or
• use our name, branding, or materials for public marketing or press purposes.

Any intellectual property rights in materials you provide to us remain yours or your licensors’. You grant us a non-exclusive licence to use such materials solely to the extent necessary to perform the services.

8. Data Protection and Privacy

We will handle personal data in accordance with applicable data protection laws and our privacy practices. Where we process personal data on your behalf, each party shall comply with its respective legal obligations.

Depending on the nature of the services, we may act as either an independent controller or a processor in relation to personal data. Where required, the parties shall enter into or be deemed to incorporate appropriate data processing terms.

You warrant that you have a lawful basis for disclosing personal data to us and that any necessary notices, consents, and permissions have been obtained.

We may process personal data for purposes including:

• service delivery and operational coordination;
• site scheduling and field management;
• compliance reporting;
• billing and account administration;
• communications and service support; and
• legal, regulatory, and audit purposes.

We implement reasonable technical and organisational measures designed to protect personal data against unauthorised access, alteration, disclosure, or destruction. However, no system is completely secure, and we do not guarantee absolute security.

9. Force Majeure

Neither party shall be liable for any delay or failure in performing its obligations under these Terms to the extent caused by events beyond its reasonable control, including but not limited to:

• acts of God, fire, flood, storm, or other natural disasters;
• war, terrorism, riot, civil commotion, or strikes;
• governmental action, legal restrictions, or regulatory changes;
• failure of utilities, telecommunications, transport, or third-party systems;
• pandemics, epidemics, or public health emergencies;
• labour shortages or supply chain disruptions;
• site closures, access restrictions, or unsafe conditions.

If a force majeure event continues for more than a reasonable period, either party may request a revised schedule, suspension, or termination of the affected services by written notice, without liability for the non-performance caused by the event, except for payment obligations already accrued.

10. Changes to Terms

We may update or modify these Terms from time to time to reflect operational, legal, or commercial changes.

Where reasonably practicable, we will provide notice of material changes. The revised Terms will take effect on the date stated in the notice or, if no date is specified, upon publication or delivery to you.

Your continued use of our services after the effective date of revised Terms constitutes acceptance of the updated Terms. If you do not agree to the revised Terms, you must stop using the services and notify us in writing.

11. Applicable Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them, including non-contractual disputes or claims, 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 or the services provided by Northbridge Regional Solutions Ltd, subject to any mandatory alternative dispute resolution or statutory consumer rights that cannot be excluded by law.

12. Contact Information

If you have any questions about these Terms or wish to contact Northbridge Regional Solutions Ltd, please use the details below:

Northbridge Regional Solutions Ltd
Northbridge Regional Solutions, 14 Featherstone Street
London EC1Y 8SL
United Kingdom
Email: [email protected]
Phone: +44 20 7946 8372

13. Severability Clause

If any provision of these Terms is found 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 not possible, severed from these Terms.

The remaining provisions shall continue in full force and effect, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision.

These Terms, together with the applicable Service Order and any expressly incorporated policies or addenda, constitute the entire agreement between you and Northbridge Regional Solutions Ltd regarding the subject matter and supersede prior understandings or communications relating to the same subject matter.