Terms of Service

Effective date: 8 July 2026

1. Introduction and acceptance of terms

These Terms of Service (“Terms”) govern the provision of brand strategy and related consultancy services by Northstar Brand Strategy Ltd (“we”, “us”, “our”) to any client, customer, or user of our services (“you”, “your”).

By instructing us, signing a proposal or statement of work, paying any invoice, or otherwise engaging our services, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use our services.

These Terms apply together with any proposal, quotation, statement of work, order form, or written agreement issued by Northstar Brand Strategy Ltd. If there is any conflict, the signed proposal or statement of work will prevail to the extent of the conflict.

2. Scope of services

Northstar Brand Strategy Ltd provides brand-strategy services, which may include:

• Brand positioning strategy;
• Brand architecture development;
• Audience research and insight analysis;
• Messaging and tone of voice strategy;
• Competitive brand audit;
• Visual identity direction; and
• Brand launch planning.

The exact scope, deliverables, timelines, assumptions, and fees for each engagement will be set out in the applicable proposal or statement of work. Any services not expressly included are excluded unless agreed in writing.

We will use reasonable skill and care in providing the services, but you acknowledge that brand strategy outcomes may depend on factors outside our control, including market conditions, consumer behaviour, implementation quality, and third-party decisions.

3. User obligations and responsibilities

You agree to:

• provide accurate, complete, and timely information, materials, approvals, and feedback reasonably required for us to perform the services;
• ensure that any content, data, images, trademarks, logos, or other materials you supply do not infringe the rights of any third party and are lawful to use;
• designate a competent representative with authority to provide instructions and approvals;
• review deliverables promptly and notify us of any issues, errors, or concerns within a reasonable time;
• use any deliverables in accordance with applicable law and any usage restrictions we specify; and
• not misuse our services, interfere with our systems, or use our deliverables in a misleading, unlawful, defamatory, or infringing manner.

You are responsible for the final implementation of any recommendations, including legal, regulatory, advertising, consumer protection, and sector-specific compliance review. We do not provide legal, tax, accounting, or regulated financial advice unless expressly agreed in writing and lawfully permitted.

4. Payment terms and conditions

Fees will be as stated in the applicable proposal, statement of work, or invoice. Unless otherwise agreed in writing:

• all fees are exclusive of VAT and any other applicable taxes, which will be added where required by law;
• invoices are payable within 14 days of the invoice date;
• we may require a deposit or advance payment before work begins;
• we may suspend services if any invoice remains unpaid after the due date;
• you are responsible for any bank charges, transfer fees, or currency conversion costs;
• late payments may incur statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, where applicable, and/or reasonable recovery costs; and
• we may withhold delivery of final deliverables until all outstanding sums are paid in full.

Unless expressly stated otherwise, fees do not include third-party costs such as research panel fees, stock assets, printing, travel, or specialist software subscriptions. Any such costs must be pre-approved by you in writing and will be charged at cost plus any agreed handling fee.

5. Cancellation and refund policy

You may cancel a scheduled engagement by giving written notice to us. Cancellation terms will depend on the stage of the project and any commitments already made.

• If you cancel before work has commenced, we may retain any non-refundable deposit or charge for work already performed and committed costs incurred.
• If you cancel after work has commenced, you must pay for all services performed up to the cancellation date, together with any non-cancellable third-party costs and reasonable committed expenses.
• Where a project is paused at your request, timelines may be extended and we may charge reasonable rescheduling or remobilisation fees.

Except where required by law or expressly stated in writing, fees paid are non-refundable once work has begun. If we agree to a refund, it will be limited to the amount expressly agreed after deduction of any work completed, costs incurred, and any non-recoverable expenses.

If either party materially breaches these Terms and fails to remedy the breach within a reasonable period after written notice, the non-breaching party may terminate the engagement. Termination does not affect accrued rights, payment obligations, or provisions intended to survive termination.

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; or
• your statutory rights where they apply and cannot lawfully be excluded.

Subject to the above, Northstar Brand Strategy Ltd shall not be liable for:

• loss of profits, revenue, business, contracts, goodwill, anticipated savings, or opportunity;
• loss or corruption of data;
• indirect, incidental, special, or consequential loss; or
• any loss arising from your use of, reliance on, or implementation of our recommendations or deliverables.

Subject to the exclusions above, our total aggregate liability arising out of or in connection with any engagement, 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 Brand Strategy Ltd for the specific services giving rise to the claim in the 12 months preceding the event giving rise to the claim.

7. Intellectual property rights

Unless otherwise agreed in writing, all pre-existing intellectual property, methodologies, templates, tools, processes, know-how, and working materials owned or developed by Northstar Brand Strategy Ltd remain our property.

Upon full payment of all amounts due, you will receive a non-exclusive, worldwide, perpetual licence to use the final deliverables created specifically for you for your internal business purposes and for the agreed commercial use set out in the proposal or statement of work.

We retain ownership of any draft materials, concepts, unused ideas, research frameworks, and working files unless expressly transferred in writing. You may not resell, sublicense, or materially alter deliverables beyond the agreed purpose without our prior written consent, except where such rights are expressly granted in writing.

You warrant that any materials you provide to us do not infringe third-party rights and that you have the necessary permissions to allow us to use them for the purpose of delivering the services.

We may, unless you object in writing, reference your name and logo in our client list, case studies, or marketing materials in a factual manner, provided that we do not disclose confidential information.

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.

Where we process personal data in connection with the services, we will do so only for legitimate business purposes, to perform our contractual obligations, to comply with legal obligations, or as otherwise permitted by law. We will take appropriate technical and organisational measures to protect personal data against unauthorised access, loss, or misuse.

You acknowledge that some services may involve the collection or analysis of audience, customer, or market research data. Where you provide personal data to us, you confirm that you have a lawful basis to do so and that you have provided any required notices to data subjects.

Where required, the parties will enter into a separate data processing agreement. For further details about how we handle personal data, please refer to our privacy notice, if provided separately.

9. Force majeure

We shall not be liable for any delay or failure to perform our obligations where such delay or failure results from events beyond our reasonable control, including but not limited to acts of God, fire, flood, epidemic, pandemic, industrial disputes, power failure, internet or telecommunications outages, cyber incidents, governmental action, war, terrorism, civil unrest, or the failure of third parties or suppliers.

If a force majeure event continues for an extended period, either party may terminate the affected services by written notice. In such case, you will pay for services performed and committed costs incurred up to the date of termination.

10. Changes to terms

We may update these Terms from time to time to reflect changes in our business, services, legal requirements, or operational practices. The updated Terms will apply from the date stated in the revised version.

Where changes are material, we will take reasonable steps to notify you, such as by email or by posting the updated Terms on our website. Continued use of our services after the effective date of the updated Terms constitutes acceptance of the revised 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 consumer law, if and where applicable.

12. Contact information

If you have any questions about these Terms or wish to contact us, please use the details below:

• Northstar Brand Strategy Ltd
• 71-75 Shelton Street, Covent Garden, London WC2H 9JQ, UK
• Email: [email protected]
• Phone: +44 20 7946 3821

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. If such modification is not possible, the relevant provision shall be severed, and the remaining provisions shall continue in full force and effect.

No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy.

Northstar Brand Strategy Ltd reserves all rights not expressly granted under these Terms.