PRIME PILLARS MANAGEMENT CORP.
COMMERCIAL CLIENT TERMS AND CONDITIONS
Master Terms of Service

Last Updated: February 2026

APPLIES TO
Commercial Clients Only

JURISDICTION
Canada (Domestic and International Commercial Engagements)

ACCEPTANCE OF TERMS
By accessing or using the Prime Pillars Management Corp. website (www.primepillars.com), completing any business assessment or questionnaire, booking a strategy call, submitting any form, engaging with any messaging tool, or entering into an Engagement Letter with Prime Pillars Management Corp., you confirm that you have read, understood, and agree to be bound by these Terms and Conditions.

This Agreement applies exclusively to commercial clients. It does not apply to consumer transactions.

ABOUT THIS AGREEMENT
These Terms and Conditions govern your use of the Prime Pillars Management Corp. website and all professional services provided by Prime Pillars Management Corp. (``Prime Pillars,`` ``we,`` ``us,`` or ``our``) to commercial clients (``Client,`` ``you,`` or ``your``).

This Agreement should be read together with our Privacy Policy.

Prime Pillars reserves the right to update these Terms at any time. The most current version will be published on our website. Continued use of our services constitutes acceptance of any revisions.

1. Definitions

Services means executive management consulting, strategic advisory, fractional C-suite leadership, director due diligence advisory, and related services defined in an Engagement Letter.

Engagement Letter means the written agreement defining scope, fees, and terms of a specific engagement.

Commercial Client means a corporation, partnership, or business entity engaging Prime Pillars for commercial purposes.

Confidential Information means non-public business, financial, operational, or strategic information disclosed in connection with the Services.

Electronic Signature means any electronic symbol or process executed with intent to sign.

2. Scope of Services

Prime Pillars provides professional executive consulting and strategic advisory services exclusively to commercial clients. Specific scope is defined in an Engagement Letter.

Prime Pillars does not provide legal, accounting, tax, investment, or regulated financial advice. Clients must engage appropriately licensed professionals for such matters.

3. Electronic Signatures

This Agreement and any Engagement Letter may be executed electronically. Electronic signatures are deemed valid and binding under applicable Canadian electronic commerce legislation and, where applicable, the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN), the Uniform Electronic Transactions Act (UETA), and other applicable international electronic signature laws.

4. SMS Communications

By providing a mobile phone number, the Client consents to receive SMS communications relating to scheduling, engagement updates, administrative notices, and service-related communications.

Message frequency varies. Standard carrier rates may apply. Clients may opt out at any time by replying STOP.

For U.S.-based recipients, SMS communications are sent in compliance with the U.S. Telephone Consumer Protection Act (TCPA) and applicable FCC regulations.

5. Fees and Payment

Fees are defined in the applicable Engagement Letter.

Invoices are due within fourteen (14) days unless otherwise specified.

Overdue balances accrue interest at 2% per month (24% annually) or the maximum rate permitted under applicable law, whichever is lower.

All fees exclude applicable sales taxes, including GST, HST, or other applicable taxes.

Prime Pillars may suspend services for invoices unpaid beyond thirty (30) days.

6. Disclaimer

Services are provided on a professional best-efforts basis. Prime Pillars makes no guarantees regarding specific financial results, revenue outcomes, or business performance.

7. Confidentiality

Each party agrees to protect Confidential Information and not disclose it except as required by law. Obligations survive termination for three (3) years.

8. Intellectual Property

All methodologies, frameworks, and proprietary systems remain the exclusive property of Prime Pillars.

Deliverables are licensed to the Client for internal business use upon full payment.

9. Limitation of Liability

To the maximum extent permitted by applicable law, Prime Pillars’ total liability shall not exceed the fees paid in the three (3) months preceding the claim.

Prime Pillars is not liable for indirect, consequential, incidental, or punitive damages.

10. Indemnification

The Client agrees to indemnify and hold harmless Prime Pillars from claims arising from Client misuse of deliverables or breach of this Agreement.

11. Privacy and Data Protection

Prime Pillars processes personal information in accordance with applicable Canadian privacy laws.

Where services are provided to clients outside Canada, personal information shall be processed in accordance with applicable data protection laws of the relevant jurisdiction.

12. Anti-corruption

Both parties agree to comply with applicable anti-corruption laws, including the Corruption of Foreign Public Officials Act (Canada) and, where applicable, the U.S. Foreign Corrupt Practices Act.

13. Independent Contractor

Prime Pillars operates as an independent contractor. No employment, partnership, or agency relationship is created.

14. Term and Termination

This Agreement becomes effective upon execution of an Engagement Letter and continues until completion or termination.

Either party may terminate with thirty (30) days written notice.

15. Force Majeure

Neither party is liable for delays caused by events beyond reasonable control.

16. Dispute Resolution

The parties shall first attempt good faith negotiation for thirty (30) days.

If unresolved, the parties shall proceed to mediation in British Columbia, Canada.

If mediation fails, disputes shall be resolved by final and binding arbitration conducted in British Columbia, Canada, in accordance with the Arbitration Act (British Columbia).

The arbitration award shall be final and binding and enforceable in any jurisdiction pursuant to the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention), where applicable.

17. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

18. General Provisions

This Agreement and the Engagement Letter constitute the entire agreement between the parties.

If any provision is unenforceable, the remainder remains in effect.

The Client may not assign this Agreement without written consent.

Notices must be delivered in writing to info@primepillars.com.

Prime Pillars Management Corp.

Website: `{`www.primepillars.com`}`