Terms of Service

These Terms of Service ("Terms") govern your access to and use of the Northloop website at northloop.co, any related applications, and the professional services we provide (collectively, the "Services"). By using the Services or engaging Northloop ("Northloop," "we," "us," or "our") for a project, you agree to be bound by these Terms. If you do not agree, do not use the Services.

1. Services

Northloop provides digital consulting and implementation services, including web development, AI and automation, SEO and content marketing, digital marketing, CRM and sales systems, and design and creative. The specific scope, deliverables, timeline, and fees for any engagement are defined in a separate statement of work ("SOW") executed between Northloop and the client. In the event of any conflict between these Terms and a SOW, the SOW governs for that engagement.

2. Eligibility and accounts

You must be at least 18 years old and able to enter a binding contract to use the Services. If you create an account, you agree to provide accurate information, keep your credentials secure, and be responsible for all activity that occurs under your account. Notify us immediately of any unauthorized access at security@northloop.co.

3. Acceptable use

You agree not to use the Services to: violate any applicable law or regulation; infringe another party's intellectual property, privacy, or other rights; upload or transmit malware, spam, or malicious code; attempt to gain unauthorized access to systems or accounts; interfere with or disrupt the integrity or performance of the Services; scrape, mirror, or resell the Services without written permission; or use the Services to build a competing product. We reserve the right to suspend or terminate access for activity that we determine, in our reasonable judgment, violates this section.

4. Fees and payment

Fees for Services are described in the applicable SOW. Unless otherwise agreed, invoices are due net 15 from invoice date. Overdue amounts accrue interest at 1.5% per month or the maximum allowed by law, whichever is lower. All fees are exclusive of applicable taxes. If a payment method fails or an account becomes overdue by more than 30 days, we may pause work and withhold deliverables until amounts due are paid in full.

5. Intellectual property

Northloop owns all right, title, and interest in the Services, the website, and our underlying methodologies, frameworks, templates, and tools ("Northloop IP"). Upon full payment for a given engagement, the specific deliverables identified as "Client Deliverables" in the SOW are assigned to the client, excluding Northloop IP embedded within them, which is licensed to the client on a perpetual, worldwide, royalty-free basis for the client's internal use. Client retains ownership of any content, brand assets, data, or materials it provides to Northloop for the engagement ("Client Materials") and grants Northloop a license to use them solely to perform the Services.

6. Confidentiality

Each party may receive confidential information from the other in the course of an engagement. Both parties agree to protect confidential information with at least the same degree of care they use for their own confidential information (and in no event less than reasonable care), to use it solely for purposes of the engagement, and to disclose it only to employees, contractors, and advisors with a need to know who are bound by comparable confidentiality obligations. This section survives termination.

7. Warranties and disclaimers

Northloop will perform the Services in a professional, workmanlike manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES AND WEBSITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY SPECIFIC RESULT WILL BE ACHIEVED.

8. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND ANY SOW WILL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CLIENT TO NORTHLOOP UNDER THE APPLICABLE SOW IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS DO NOT APPLY TO INDEMNIFICATION OBLIGATIONS, BREACHES OF CONFIDENTIALITY, OR GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT.

9. Indemnification

Each party will indemnify, defend, and hold harmless the other from and against third-party claims arising from the indemnifying party's breach of these Terms, violation of law, or infringement of a third party's intellectual property rights, subject to the indemnified party providing prompt notice of the claim, reasonable cooperation, and control of the defense.

10. Termination

Either party may terminate an engagement with 30 days' written notice. Either party may terminate immediately for material breach that is not cured within 15 days of written notice. Upon termination, the client will pay Northloop for all Services performed through the termination date and reimburse any committed, non-cancelable expenses. Sections that by their nature survive termination — including intellectual property, confidentiality, limitations of liability, and dispute resolution — will remain in effect.

11. Dispute resolution and governing law

These Terms are governed by the laws of the jurisdiction in which Northloop is registered, without regard to its conflict-of-laws principles. The parties will first attempt to resolve any dispute through good-faith negotiation for at least 30 days. If unresolved, disputes will be finally settled by binding arbitration under the applicable arbitration rules of the seat of Northloop, in the English language, before a single arbitrator. Nothing in this section prevents either party from seeking injunctive relief to protect intellectual property or confidentiality rights.

12. Changes to these Terms

We may update these Terms from time to time. When we do, we will revise the "Last updated" date above and, for material changes, provide notice by email or through the website. Continued use of the Services after changes take effect constitutes acceptance of the updated Terms.

13. Contact

Questions about these Terms? Email legal@northloop.co.