Terms of Service - Northshore Customer Experience Solutions Ltd
Effective Date: [Insert Effective Date]
1. Introduction and acceptance of terms
These Terms of Service ("Terms") govern the access to and use of the services provided by Northshore Customer Experience Solutions Ltd ("Northshore Customer Experience Solutions Ltd", "we", "us", or "our"). By engaging our services, requesting a proposal, signing a statement of work, submitting payment, 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 or rely on our services. These Terms apply to all services provided by Northshore Customer Experience Solutions Ltd, including where a separate proposal, quotation, order form, or statement of work is issued, unless expressly agreed otherwise in writing.
2. Scope of services
Northshore Customer Experience Solutions Ltd provides customer-experience consulting and related professional services, which may include, without limitation:
- Customer journey mapping;
- Voice of Customer programmes;
- Service design and experience optimisation;
- Customer feedback analytics;
- CX strategy development;
- Employee experience alignment; and
- Customer satisfaction survey design.
Specific deliverables, milestones, timelines, assumptions, dependencies, and fees will be set out in a proposal, statement of work, quotation, or similar written agreement. Any estimates provided by Northshore Customer Experience Solutions Ltd are based on the information available at the time and may change if the scope, assumptions, or client inputs change.
Unless expressly agreed in writing, our services are advisory in nature and do not constitute legal, financial, tax, regulatory, or other professional advice. Any decisions made by the Client based on our deliverables remain the Client's sole responsibility.
3. User obligations and responsibilities
The Client agrees to:
- Provide complete, accurate, timely, and lawful information necessary for the performance of the services;
- Ensure that any materials, data, customer feedback, survey responses, or other content shared with Northshore Customer Experience Solutions Ltd are collected and disclosed in compliance with applicable laws and any necessary notices or consents have been obtained;
- Co-operate reasonably with our personnel, including by attending meetings, responding to requests, and providing feedback within agreed timeframes;
- Maintain appropriate internal authority and approvals for all decisions and instructions given to us;
- Not misuse our reports, templates, tools, methodologies, or deliverables in a way that is unlawful, misleading, defamatory, infringing, or harmful;
- Use the services and deliverables only for lawful business purposes;
- Promptly notify us of any errors, concerns, or changes to the project requirements; and
- Ensure that any third-party platforms, systems, or data sources required for the services are accessible, secure, and authorised for use by the Client.
We are entitled to rely on all information provided by the Client without independent verification unless otherwise agreed in writing.
4. Payment terms and conditions
Fees, billing arrangements, and payment milestones will be specified in the applicable quotation, proposal, or statement of work. Unless otherwise agreed in writing:
- All fees are stated exclusive of applicable taxes, duties, levies, and bank charges, which shall be payable by the Client where applicable;
- Invoices are payable within 14 days of the invoice date;
- Northshore Customer Experience Solutions Ltd may require advance payment, deposits, or staged payments for certain projects;
- Late payments may result in suspension of services, withholding of deliverables, and/or interest on overdue amounts at the maximum rate permitted by applicable law, or if no such rate is specified, a reasonable commercial rate;
- The Client is responsible for all reasonable costs incurred in collecting overdue amounts, including legal and debt recovery costs where permitted by law;
- Any disputed invoice amounts must be notified to us in writing within 7 days of the invoice date, specifying the basis of the dispute; undisputed amounts remain payable on time.
Unless otherwise stated, fees are non-cancellable once work has commenced and may be non-refundable where services have been delivered or reserved capacity has been allocated.
5. Cancellation and refund policy
The Client may cancel services by providing written notice to Northshore Customer Experience Solutions Ltd in accordance with any notice period specified in the statement of work or engagement letter. If no notice period is specified:
- Cancellation before work starts may be subject to a reasonable administrative fee;
- Cancellation after work has started will require payment for all work performed, expenses incurred, and committed third-party costs up to the effective cancellation date;
- Any prepaid fees for work not yet performed may be refunded at our discretion, less any non-recoverable costs and reasonable administrative charges, unless otherwise required by applicable law.
Unless expressly stated otherwise in writing, refunds are not available for completed services, delivered reports, workshops, completed analyses, or custom-designed materials. Where a refund is approved, it will be processed using the original payment method where practicable.
We may suspend or terminate services if the Client fails to meet obligations, repeatedly delays approvals, or materially breaches these Terms. In such cases, the Client remains liable for fees accrued up to the termination date.
6. Liability limitations
To the fullest extent permitted by applicable law, Northshore Customer Experience Solutions Ltd shall not be liable for:
- Any indirect, incidental, special, consequential, punitive, or exemplary losses;
- Loss of profit, revenue, business opportunity, goodwill, anticipated savings, or data;
- Any loss arising from inaccurate, incomplete, or late information supplied by the Client;
- Any decisions, actions, or inactions taken by the Client based on our deliverables;
- Any failure caused by third-party services, platforms, tools, or systems outside our reasonable control.
Our total aggregate liability arising out of or in connection with the services, whether in contract, tort, negligence, misrepresentation, breach of statutory duty, or otherwise, shall be limited to the total fees paid by the Client to Northshore Customer Experience Solutions Ltd for the specific services giving rise to the claim during the 12 months preceding the event giving rise to liability, except where a greater limitation is required or prohibited by applicable law.
Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or limited.
7. Intellectual property rights
Unless otherwise agreed in writing, all pre-existing intellectual property, methodologies, know-how, templates, frameworks, tools, software, models, and materials owned or developed by Northshore Customer Experience Solutions Ltd remain our exclusive property.
Upon full payment of all applicable fees, the Client is granted a non-exclusive, non-transferable, non-sublicensable licence to use the deliverables created specifically for the Client for its internal business purposes, subject to these Terms and any additional licence restrictions set out in the applicable agreement.
The Client shall not:
- Copy, modify, distribute, sell, sublicense, or reverse engineer our proprietary materials except as expressly permitted;
- Remove or alter any copyright, confidentiality, or proprietary notices;
- Use our name, logo, or trademarks without prior written consent, except where necessary to identify us as the service provider.
Any feedback, suggestions, or ideas submitted by the Client may be used by Northshore Customer Experience Solutions Ltd without restriction or obligation, unless otherwise agreed in writing.
8. Data protection and privacy
Northshore Customer Experience Solutions Ltd is committed to handling personal data responsibly and in accordance with applicable data protection and privacy laws.
Where we process personal data on behalf of the Client, the Client is responsible for ensuring that it has a lawful basis to share such data with us and that all required notices, consents, and transparency obligations have been met. We will process personal data only for the purposes of delivering the services, maintaining our records, complying with legal obligations, and as otherwise authorised by the Client or required by law.
The Client acknowledges that our services may involve the analysis of customer feedback, survey responses, and other personal or sensitive business information. The Client must not provide special category data or highly sensitive data unless specifically agreed in writing and appropriate safeguards are in place.
We will implement appropriate technical and organisational measures designed to protect personal data. However, no system is completely secure, and we cannot guarantee absolute security.
Further details regarding our privacy practices may be set out in a separate privacy policy or data processing agreement, if applicable. In the event of any conflict, the data protection terms in a signed data processing agreement shall prevail for the matters it covers.
9. Force majeure
Northshore Customer Experience Solutions Ltd shall not be liable for any delay or failure to perform its obligations where such delay or failure results from events beyond our reasonable control, including but not limited to:
- Acts of God, fire, flood, storm, earthquake, or other natural disasters;
- War, terrorism, civil unrest, strike, lockout, labour dispute, or industrial action;
- Government action, law changes, sanctions, or regulatory restrictions;
- Failures of telecommunications, internet, cloud services, or third-party platforms;
- Pandemic, epidemic, public health emergency, or widespread disruption to travel or operations.
Where a force majeure event occurs, we will use reasonable efforts to mitigate its effects and resume performance as soon as reasonably practicable. If the event continues for a prolonged period, either party may have the right to terminate the affected services on written notice, subject to payment for work completed and committed costs incurred up to the termination date.
10. Changes to terms
Northshore Customer Experience Solutions Ltd may update or modify these Terms from time to time to reflect changes in our services, business practices, or applicable law. Where required, we will provide reasonable notice of material changes.
The updated Terms will apply from the effective date stated in the revised version. Continued use of our services after the updated Terms take effect constitutes acceptance of the revised Terms. If the Client does not agree to the changes, the Client may discontinue use of 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, whether contractual or non-contractual, shall be governed by and construed in accordance with the laws applicable in the jurisdiction where Northshore Customer Experience Solutions Ltd is established, unless otherwise required by mandatory law.
Subject to any mandatory dispute resolution process or statutory consumer rights that may apply, the courts of the relevant jurisdiction shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms.
12. Contact information
For questions, notices, complaints, or requests relating to these Terms or our services, please contact:
- Northshore Customer Experience Solutions Ltd
- Northshore CX, 14 Bloomsbury Street, London WC1B 3QJ, 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 that is not possible, severed from these Terms.
The remaining provisions shall continue in full force and effect. Any failure or delay by Northshore Customer Experience Solutions Ltd to exercise any right or remedy under these Terms shall not constitute a waiver of that right or remedy.
Entire agreement: These Terms, together with any applicable proposal, quotation, statement of work, data processing agreement, and/or signed engagement documents, constitute the entire agreement between the parties regarding the services and supersede prior discussions or understandings to the extent permitted by law.