Terms of Service

1. Scope

These Terms of Service ("Terms") govern the relationship between Northgate Consulting Inc. ("Northgate," "we," "our," or "us") and any individual or organisation ("Client," "you," or "your") that engages Northgate for professional IT consulting, advisory, assessment, or audit services.

By requesting a quote, signing a Statement of Work, or otherwise engaging our services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you represent that you have the authority to bind that organisation.

2. Service Description

Northgate provides project-based IT consulting engagements to mid-market businesses. Our services include, but are not limited to, IT strategy development, infrastructure assessments, cloud advisory, security audits, and technology programme management.

Each engagement is structured on either a fixed-scope or time-and-materials basis, as agreed upon in writing. The specific deliverables, timelines, milestones, and fees for each engagement are defined in a Statement of Work ("SOW") that both parties must execute prior to the commencement of work.

In the event of a conflict between these Terms and any SOW, the terms of the SOW shall prevail with respect to that particular engagement, except where these Terms address matters not covered by the SOW.

3. Client Obligations

To enable Northgate to perform its services effectively, you agree to:

• Provide accurate, complete, and timely information relevant to the engagement.
• Grant reasonable and timely access to systems, networks, environments, documentation, and personnel as required by the SOW.
• Designate a primary point of contact with decision-making authority for the duration of the engagement.
• Review and provide feedback on deliverables within the timeframes specified in the SOW.
• Make all payments in accordance with the agreed schedule and the terms set out in Section 5.

Delays or failures attributable to the Client's inability to meet these obligations may result in revised timelines and additional fees, which will be communicated in writing.

4. Intellectual Property

Upon receipt of full payment for a completed engagement, all deliverables specifically created for the Client under the applicable SOW shall become the exclusive property of the Client. Northgate assigns all rights, title, and interest in such deliverables to the Client.

Notwithstanding the foregoing, Northgate retains ownership of all pre-existing intellectual property, including but not limited to proprietary methodologies, frameworks, analytical models, templates, and general know-how that existed prior to or were developed independently of the engagement. Where such pre-existing materials are incorporated into deliverables, Northgate grants the Client a non-exclusive, perpetual, royalty-free licence to use those materials solely as part of the delivered work product.

5. Payment

All fees are quoted and invoiced in Canadian dollars (CAD). Unless otherwise specified in the SOW, invoices are due within thirty (30) calendar days from the date of issue ("net-30").

Overdue amounts shall bear interest at a rate of one and a half percent (1.5%) per month, compounded monthly, from the due date until the date of payment in full. Northgate reserves the right to suspend work on any engagement where invoices remain unpaid for more than fifteen (15) days past their due date.

The Client is responsible for all applicable taxes, including the Harmonised Sales Tax (HST), in addition to the quoted fees. Northgate will itemise applicable taxes on all invoices.

6. Confidentiality

Both parties acknowledge that, in the course of an engagement, they may receive or have access to confidential or proprietary information belonging to the other party ("Confidential Information"). Confidential Information includes, without limitation, business plans, technical data, financial records, client lists, security configurations, and any materials marked as confidential.

Each party agrees to hold the other's Confidential Information in strict confidence, to use it solely for the purposes of the engagement, and not to disclose it to any third party without the prior written consent of the disclosing party. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

The confidentiality obligations set out in this section shall survive the termination or expiry of the engagement for a period of three (3) years.

7. Cancellation

Either party may cancel an engagement by providing fourteen (14) calendar days' written notice to the other party. Upon cancellation, all work completed up to the effective date of cancellation shall be billed at the agreed rates specified in the SOW.

Any deliverables completed and paid for up to the point of cancellation shall be transferred to the Client in accordance with Section 4. Cancellation does not relieve the Client of the obligation to pay for work already performed or expenses already incurred.

8. Limitation of Liability

To the maximum extent permitted by applicable law, Northgate's total aggregate liability arising out of or in connection with any engagement shall not exceed the total fees actually paid by the Client to Northgate for the specific engagement giving rise to the claim.

In no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost revenue, loss of data, or business interruption, regardless of the cause of action or the theory of liability, even if such party has been advised of the possibility of such damages.

9. Warranty Disclaimer

Northgate shall perform its services in a professional and workmanlike manner, consistent with generally accepted industry standards. Our consultants will exercise reasonable care, skill, and diligence in the delivery of all engagements.

All consulting advice, recommendations, and assessments are provided as professional opinions based on the information available at the time of the engagement. Northgate does not guarantee specific business outcomes, financial results, performance improvements, or the absence of security incidents. The Client acknowledges that decisions based on our advice remain the sole responsibility of the Client.

10. Termination

Either party may terminate an engagement by providing thirty (30) calendar days' written notice to the other party. Termination does not affect any rights or obligations that have accrued prior to the date of termination, including payment obligations for work already completed.

Either party may terminate immediately upon written notice if the other party materially breaches these Terms or an applicable SOW and fails to cure such breach within fifteen (15) calendar days of receiving written notice of the breach.

11. Data Protection

Northgate handles all personal information in accordance with our Privacy Policy and the Personal Information Protection and Electronic Documents Act (PIPEDA). Where an engagement involves access to the Client's personal data or that of its customers, employees, or other individuals, both parties shall comply with all applicable privacy legislation and agree to implement appropriate safeguards as specified in the SOW.

12. Governing Law

These Terms and any engagement governed by them shall be construed in accordance with and governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to principles of conflict of laws. The parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario for any matter arising under or in connection with these Terms, subject to the dispute resolution provisions in Section 13.

13. Dispute Resolution

In the event of a dispute arising out of or relating to these Terms or any engagement, the parties agree to first attempt to resolve the matter through good-faith negotiation. Either party may initiate negotiation by providing written notice to the other, after which the parties shall have thirty (30) calendar days to reach a resolution.

If the dispute cannot be resolved through negotiation within the thirty-day period, it shall be submitted to binding arbitration administered in Toronto, Ontario, under the rules of the ADR Institute of Canada. The arbitration shall be conducted in English by a single arbitrator. The decision of the arbitrator shall be final and binding upon both parties, and judgment upon the award may be entered in any court of competent jurisdiction.

14. Contact Information

For questions regarding these Terms or to provide any notice required hereunder, please contact us:

15. Effective Date

These Terms of Service are effective as of 1 November 2026 and apply to all engagements commenced on or after that date. These Terms supersede all prior agreements, understandings, and representations, whether written or oral, relating to the subject matter hereof.