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PC5 SOLUTIONS

Legal

Effective November 2, 2026

Engagement Terms and Conditions

1. Who provides the services and how these terms apply

PC5 Group Inc. (“PC5”, “we”, “us” or “our”) provides services under the business name PC5 Solutions. PC5 Solutions is not a separate legal entity.

Where the parties have agreed upon a Statement of Work (“SOW”), that SOW and its accompanying terms govern the engagement, including scope, deliverables, fees, responsibilities and schedule.

Otherwise, these terms serve as the baseline and reference for discussing and documenting an engagement. They do not, by themselves, authorize work or create a client relationship. The parties must agree in writing on the services and applicable commercial terms before work begins.

Updates to these webpage terms do not automatically amend an existing agreement.

2. Fees, invoicing and payment

The applicable pricing model, currency, rates and any authorized hours or fee ceiling will be stated in the agreed-upon SOW or written engagement agreement.

Unless that agreement provides otherwise, the following baseline applies:

  • Time-and-materials services are billed for actual time worked.
  • Invoices will be issued weekly, bi-weekly (every two weeks), or monthly, as specified in the agreed-upon SOW or written engagement agreement, but no less frequently than monthly. Invoices are payable within fifteen (15) calendar days of receipt, unless otherwise agreed in the applicable SOW.
  • Invoices identify the dates, activities, hours, agreed rates and approved expenses, as applicable.
  • Applicable taxes are additional.
  • Reasonable expenses require advance client approval and are reimbursed at cost with supporting documentation.

An agreed fee ceiling is a maximum authorization, not a fixed fee or minimum purchase. For engagements with an hours or fee ceiling, PC5 will provide a weekly summary of hours used, fees incurred and estimated effort remaining.

PC5 will notify the client when approximately 80% of either authorized limit has been used, or earlier if completion within either limit is at risk. Additional authorization, revised priorities or scope adjustments require mutual written agreement. PC5 will not exceed either limit or begin out-of-scope work without that agreement and will pause affected work at the limit pending approval.

3. Assumptions and client responsibilities

The client will provide reasonable and timely access to relevant information, stakeholders, decisions and approvals. Stakeholder availability, information quality and delays in feedback may affect the schedule and completeness of deliverables.

Work will be performed remotely unless otherwise agreed. Knowledge-transfer sessions, participants and duration will be agreed within the authorized scope and budget.

Each party remains responsible for its own decisions, actions, personnel and legal or regulatory obligations.

4. Scope and services

PC5 provides procurement and commercial advisory services. We do not provide formal legal, accounting, tax or other regulated professional advice.

Services may include technology configuration, implementation and integration; sourcing execution and supplier negotiations; third-party risk assessments; contract drafting support; procurement transformation; and staff coaching, performance management support and training.

These examples are illustrative, not exhaustive. The services, deliverables and level of support will be tailored to the client’s needs and confirmed in the agreed-upon SOW or written engagement agreement. Additional support can be agreed as the engagement develops.

5. Client information and approved systems

The agreed-upon SOW or written engagement agreement will specify any client-provided equipment, access and security requirements. PC5 will use the agreed devices and approved systems to access, process and store client information and client-specific working documents.

PC5 may use its own systems for general business administration and development of pre-existing methods or templates, provided this does not involve using or storing client confidential information or client-specific working documents outside the agreed environment.

6. Confidentiality

Each party will protect confidential information received from the other party and use it only for purposes related to the engagement.

7. Intellectual property

Upon full payment of applicable fees, the client will own the final client-specific deliverables, unless the agreed-upon SOW or written engagement agreement provides otherwise.

Each party retains ownership of its pre-existing intellectual property.

PC5 retains ownership of its underlying methodologies, frameworks, templates, tools, concepts and know-how. The client may use PC5 materials incorporated into the final deliverables for its internal purposes.

8. Changes to the engagement

Material changes to scope, deliverables, schedule, assumptions or fees require mutual written agreement before additional work begins.

9. Termination

Unless the agreed-upon SOW or written engagement agreement provides otherwise, either party may terminate the engagement with five business days’ written notice.

If the client terminates before completion, PC5 will be paid for services performed and approved expenses incurred through the effective termination date. Any additional termination fee must be expressly stated in the agreed-upon SOW or written engagement agreement, including its calculation and applicable circumstances.

If PC5 terminates for reasons other than the client’s breach or non-payment, the client will be responsible only for services performed and approved expenses through the effective termination date.

10. Liability

To the extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, punitive or consequential damages.

Except for fraud, willful misconduct, breach of confidentiality, infringement of intellectual property rights or liabilities that cannot legally be limited, each party’s aggregate liability arising from the engagement will not exceed the fees paid or payable under the applicable SOW or written engagement agreement.

11. General terms and independent status

The parties will perform their obligations in good faith.

PC5 acts as an independent contractor. The engagement does not create an employment relationship, partnership, joint venture, agency or fiduciary relationship between the parties.

The engagement is governed by Ontario law and applicable Canadian federal law, unless the agreed-upon SOW or written engagement agreement provides otherwise.

PC5’s website policies, privacy practices, intellectual property notices and Code of Conduct are available on this Legal page.

12. Order of precedence and entire agreement

An agreed-upon SOW and its accompanying terms take precedence over these general website terms. If there is a conflict, the following order applies:

  1. The agreed-upon SOW.
  2. Appendix A or other terms attached to that SOW.
  3. These general website terms, to the extent incorporated into the engagement.

Mutually agreed written amendments apply to the provisions they expressly change.

Where no SOW has been agreed upon, these terms remain the baseline and reference for preparing the parties’ written engagement agreement. Any departure from that baseline should be documented in that agreement.

The agreed-upon SOW or written engagement agreement, its appendices and mutually agreed written amendments constitute the agreement for the described services and supersede prior discussions or communications relating specifically to those services.

Website Terms of Use

About this website

PC5 Group Inc. operates www.pc5solutions.com for business audiences. Its content provides general information about our consulting, procurement, commercial and technology services. It is not legal, tax or financial advice. Browsing this website or making an inquiry does not create a client relationship. Service scope, fees, responsibilities and deliverables are governed by a separate signed agreement. Examples and potential outcomes are not guarantees.

Using the website

You may view and make reasonable internal business copies of public content while retaining ownership notices. Do not misuse the website, attempt unauthorized access, introduce malicious software, impersonate others, infringe rights or collect personal information for unsolicited marketing. Please do not send sensitive or confidential information through a general inquiry; an inquiry does not create a confidentiality agreement.

Links and availability

External websites and booking services have their own terms and privacy practices. We may update website content and cannot promise uninterrupted availability or that every item is complete or current. To the extent permitted by law, this informational website is provided as is and as available. Nothing here excludes rights or liabilities that cannot lawfully be excluded, or changes commitments in a signed agreement.

Law and updates

These terms are governed by Ontario law and applicable Canadian federal law, subject to mandatory rights and jurisdiction rules that apply to you. Updates will show a revised effective date and apply prospectively. Where affirmative acceptance is required by law, merely posting these terms does not replace it. For questions, use the contact details below.

Privacy Policy

Scope and information

This notice explains how PC5 Group Inc. handles personal information associated with this website and business inquiries. When you email us or schedule a meeting, you may provide your name, business email, company, role, meeting details and information about your inquiry. Please provide only what is needed and avoid sensitive information. Client-controlled information handled under a service agreement is also subject to that agreement and the client’s applicable privacy notice.

How information is used

We use inquiry and booking information to respond, arrange meetings, assess requested services and maintain related business records. Information may also be needed to protect systems, resolve disputes and meet legal requirements. We do not use a marketing email mailing list. Responding to your inquiry and sending meeting or service communications are separate from marketing.

Website technology and cookies

The website uses Cloudflare hosting, locally hosted fonts and links to Microsoft Bookings. Loading pages or using these services can involve processing technical information, such as your IP address, browser information and service requests. Hosting and booking providers may use cookies or similar technologies for their functions and security. Their notices explain their practices: Cloudflare, Google and Microsoft.

With your permission, we use Google Analytics 4 through Google Tag Manager to understand page visits and clicks on booking and email links. Google may process usage and device information and use analytics cookies. These Google tags load only after you select Accept analytics. Select Reject analytics to use the site without them, or change your choice through Analytics preferences in the footer. Your choice is stored in your browser for up to 180 days. We do not enable Google advertising personalization. Booking and email clicks indicate interest, not completed bookings or received inquiries. You can manage cookies through your browser; limiting them may affect third-party features.

Providers and disclosures

Information is shared as needed with providers supporting website hosting, email and scheduling, and with professional advisers or authorities where appropriate and legally permitted or required. Provider services may process information outside Canada, where local laws may allow access by courts or authorities. Contact us for information about the providers involved in your interaction.

Retention and protection

Our policy is to keep personal information only as long as reasonably needed for the purpose for which it was collected and applicable legal, accounting or dispute requirements, and to protect it with safeguards appropriate to its sensitivity. No online service is completely secure.

Your choices and questions

Contact us to request access or correction, ask about retention or deletion, withdraw consent where applicable, or raise a privacy concern. Rights and exceptions depend on applicable law; we may need to verify your identity and explain any restrictions. You may also contact the Office of the Privacy Commissioner of Canada or another privacy authority with jurisdiction. This notice does not limit your statutory rights.

Privacy inquiries: our Contact section, attention: Privacy. Changes to this notice will carry a new effective date, with additional notice or consent where required.

Intellectual Property and Copyright Terms

Ownership

PC5 Group Inc. and its licensors retain applicable rights in their original website content, branding, graphics, frameworks, templates and materials. Client materials remain the client’s property. Ownership and use of commissioned deliverables, paid products and reusable tools are governed by their signed agreement or specific licence.

Permitted use

You may view public website materials and make reasonable internal business copies or quotations with attribution and ownership notices retained. Unless a licence or the law permits it, do not resell or commercially distribute materials, claim authorship, remove notices, or use PC5 logos or trademarks without written permission. Third-party content remains subject to its own rights and licences.

Permissions and concerns

These terms do not claim exclusive rights in ideas, facts or public-domain information, or limit fair dealing, fair use or other statutory rights. They do not transfer client-owned intellectual property or change existing contractual rights. Visit our Contact section for permission requests or to report an intellectual property concern. Please identify the work, the relevant website location and your contact details.

Code of Conduct

Integrity and fair dealing

We expect PC5 Group Inc. personnel, contractors and representatives to act honestly, competently and within their authority. Follow applicable laws and lawful client requirements. Represent qualifications, fees, project status and results accurately. Disclose actual, potential or apparent conflicts of interest promptly and resolve them before proceeding.

Procurement and relationships

Do not offer or accept bribes, kickbacks or improper benefits. Respect client gift and hospitality rules. Disclose supplier compensation connected to client work and obtain the client’s informed written approval where applicable. Use fair evaluation criteria, protect bidder information, avoid collusion and do not make unauthorized commitments.

Information and respect

Protect confidential and personal information, use it only for authorized work and respect intellectual property. Use approved systems and review technology-assisted work for accuracy. Maintain a professional environment free of harassment, discrimination, unsafe conduct and retaliation. Keep accurate records and protect company and client assets.

Raising concerns

Report concerns to our Contact section. Concerns should be reviewed fairly, with confidentiality protected as far as practical and lawful. Good-faith reporting must not lead to retaliation. Nothing prevents reporting to regulators, law enforcement or legal advisers. Breaches may lead to appropriate corrective action subject to applicable law and contract. This code does not change employment status or override statutory or signed contractual rights.