The ESG IT Consulting — Payment Terms and Conditions

Last updated September 1st 2026

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A subsidiary of The Eight Six Group Inc. (Ontario, Canada)

These Payment Terms and Conditions ("Terms") form part of, and are incorporated by reference into, every quote, proposal, contract, statement of work, and invoice issued by The ESG IT Consulting ("ESG," "we," "us," or "our") to a client ("Client," "you," or "your"). By engaging ESG for services or accepting delivery of hardware, the Client agrees to be bound by these Terms.

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1. Payment Terms by Invoice Amount

Invoice Amount, Terms, Payment Due

$0 – $4,999.98, Net 15, Full payment due within 15 calendar days of the invoice date.

$4,999.99 – $9,999.99, Net 30, Full payment due within 30 calendar days of the invoice date.

$10,000.00 – $14,999.99, Net 60, Full payment due within 60 calendar days of the invoice date.

$15,000.00 and above, Net 90, Full payment due within 90 calendar days of the invoice date.

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All amounts are stated in Canadian dollars (CAD) unless otherwise noted on the invoice. Applicable taxes (including HST) will be added to all invoices as required by law.

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2. Late Payment Fees

• Any invoice not paid in full by its due date will incur a late payment fee of 1.8% per month (equivalent to 21.6% per annum) on the outstanding balance, calculated and compounded monthly.

• Interest Act (Canada) disclosure: In accordance with section 4 of the Interest Act (R.S.C., 1985, c. I-15), where interest is expressed as a rate for a period of less than one year, ESG is required to disclose the equivalent yearly rate. The yearly rate equivalent to 1.8% per month, calculated on the same basis, is 21.6% per annum. No interest exceeding this disclosed rate will be charged.

• Late fees will continue to accrue on the unpaid balance until the full amount owing, including all accrued fees, is paid in full.

• ESG reserves the right to suspend work, withhold deliverables, disable or de-provision access to systems, and/or pursue collection action on any account with an outstanding balance.

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3. Service Suspension for Non-Payment

• If any invoice for completed services remains unpaid past its due date, ESG reserves the right to immediately halt all future services, ongoing support, feature work, and product/service warranty coverage for the Client until all outstanding invoices (including accrued late fees) are paid in full.

• Reinstatement of services and warranty coverage following suspension is at ESG's discretion and may be subject to a reactivation fee and/or revised payment terms (such as prepayment) for future work.

• Suspension of services under this section does not relieve the Client of its obligation to pay for services already rendered.

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4. Non-Payment, Collections, and Termination of Feature Work

• If an invoice remains unpaid for a period of three (3) months (90 calendar days) from its due date, and the Client has not communicated with ESG regarding payment or a payment resolution during that period, ESG reserves the right, without further notice, to refer the outstanding account to a third-party collection agency for recovery of the amount owing, including all accrued late fees and collection-related costs.

• Once an account has been referred to collections, all feature work, new development, enhancements, and non-essential support for the Client will permanently end, and will not resume unless and until the account is settled in full and ESG, at its sole discretion, agrees in writing to resume work under new or revised terms.

• Referral to collections does not waive ESG's right to pursue any other remedy available at law, including legal action for recovery of the debt.

• ESG will make reasonable efforts to contact the Client regarding overdue amounts before referring an account to collections; however, the 90-day period described above runs from the original invoice due date regardless of the number or outcome of collection attempts, unless the Client and ESG have agreed in writing to alternate payment arrangements.

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5. Partial Upfront Payments for Hardware

• Hardware orders require payment in full upfront before any procurement, work, or shipment will begin.

• For projects exceeding $9,999.99 (excluding hardware-only orders, which are governed by the above), a 50% upfront payment is required at the time of contract signing, with the remaining 50% due upon completion of the project, subject to the invoice terms in Section 1.

• Custom-ordered or special-order hardware is non-refundable once ordered from ESG's suppliers.

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6. Invoicing and Payment Methods

• Invoices will be issued via email or through such other method as agreed in the applicable contract or statement of work.

• Accepted payment methods include credit card, Interac e-Transfer, and electronic funds transfer (EFT), as specified on the invoice. Any fees charged by a payment processor or financial institution in connection with a chosen payment method are the responsibility of the Client, unless otherwise agreed in writing.

• It is the Client's responsibility to ensure invoices are directed to the correct billing contact and to notify ESG promptly of any billing disputes; disputes must be raised in writing within 10 calendar days of the invoice date, failing which the invoice will be deemed accepted as accurate.

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7. Enforcement and Collection Costs

• ESG reserves the right to halt services, withhold deliverables, and/or pursue any legal remedy available to it for non-payment, in addition to (and not in place of) the rights described in Sections 3 and 4 above.

• The Client is responsible for all reasonable costs of collection incurred by ESG as a result of the Client's non-payment, including third-party collection agency fees, court costs, and reasonable legal fees on a full indemnity basis, to the extent permitted by law.

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8. General Legal Provisions (Ontario, Canada)

• Governing Law and Jurisdiction. These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario.

• Interest Act Compliance. As set out in Section 2, all interest and late fee disclosures comply with the disclosure requirements of the Interest Act (Canada).

• Retention of Title. Title to any hardware supplied by ESG does not pass to the Client until payment in full has been received for that hardware, notwithstanding delivery or installation. Until payment is received in full, ESG retains the right, subject to applicable law, to recover unpaid hardware.

• No Waiver. No failure or delay by ESG in exercising any right under these Terms (including the right to charge late fees, suspend services, or refer an account to collections) will operate as a waiver of that right, nor will any single or partial exercise of a right preclude any other or further exercise of that or any other right.

• Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be severed, and the remaining provisions will continue in full force and effect.

• Entire Agreement. These Terms, together with the applicable quote, proposal, contract, or statement of work, constitute the entire agreement between the parties with respect to payment matters and supersede all prior discussions or agreements on that subject, unless otherwise expressly agreed in writing by both parties.

• Amendments. ESG may update these Terms from time to time. Updated Terms will apply to invoices issued after the date of the update; Terms in effect at the time an invoice is issued will govern that invoice.

• Notices. Any notice required under these Terms will be deemed sufficiently given if sent by email to the billing or primary contact on file, or by prepaid mail to the Client's address on record.

• Consumer Protection. These Terms apply to commercial/business clients. Nothing in these Terms is intended to limit any rights a Client may have that cannot be waived under the Consumer Protection Act, 2002 (Ontario), to the extent that Act applies to a particular transaction.

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