Oziel Law (“Oziel Law”, “we”, “us” and terms of similar meaning) will provide legal services to you subject to these terms of engagement (“Terms”). These Terms apply together with the matter-specific engagement letter, email, proposal or other written communication in which we confirm the client, scope of work and fee arrangement (the “Engagement Communication”). If there is an inconsistency, the Engagement Communication governs for that matter. No lawyer-client relationship begins, and we are not required to take any step or protect any deadline, until we have confirmed in writing that we have accepted the engagement, completed required conflict and client-identification procedures, and received any required retainer.
The scope of our engagement is strictly limited to the services that have been confirmed in the applicable Engagement Communication. We will not expand the scope without your instructions and our written confirmation. Unless expressly included, our work does not include advice on tax, accounting, valuation, investment, insurance, business, technical, foreign-law or other non-legal matters. You should obtain advice from appropriately qualified advisers on excluded matters. Any estimate, budget or timetable is based on information then available and is not a guarantee of cost, timing, outcome or completion of a transaction.
The client or clients are only those persons or entities expressly identified as clients in the Engagement Communication. A person who communicates with us, gives instructions, pays an account or has an interest in the matter does not become our client unless we expressly agree in writing. If the client is an organization, we act for the organization and not for its shareholders, directors, officers, employees, affiliates, partners, members or other constituents.
We may accept instructions from a person who has actual or apparent authority for the organization unless the organization instructs us otherwise in writing. For clarity, information provided to us by an authorized instructor or another person concerning the matter we have been engaged for may be disclosed within the organization to those persons whom we reasonably consider necessary or appropriate for the representation. We cannot agree to withhold material information from our client at the request of any person. If such a request is made, we will determine whether we can continue to act in accordance with our professional obligations.
If we become aware of conduct by or for an organization that engages our professional obligations concerning dishonesty, fraud, crime or illegality, we may be required to raise the matter within the organization and, where required by the Law Society of Ontario’s rules of professional conduct (“Rules of Professional Conduct”), withdraw from the matter.
This section applies only if the Engagement Communication expressly states that we are acting for two or more clients in the same matter. Each joint client acknowledges that we have been asked to act for all of them; information received from any joint client in connection with the joint matter cannot be kept confidential from the other joint clients; and, if a conflict develops that cannot be resolved, we cannot continue to act for all of them and may have to withdraw completely. We will not accept a request from one joint client to withhold material information about the joint matter from another joint client. If a contentious issue arises between joint clients, we will not advise any of them on that issue and will follow the Rules of Professional Conduct, which may require independent legal advice and our withdrawal. Any joint retainer requires each client’s informed consent in writing or a separate written record of that consent. If we have a continuing relationship with one proposed joint client, we will make the additional disclosure and recommendation for independent legal advice required by the Rules of Professional Conduct. Unless the joint clients agree otherwise in writing, they are jointly and severally responsible for our accounts; as between them, fees and disbursements will be allocated equitably.
You will promptly provide the information and documents we reasonably request to identify and, where required, verify the identity of the client, instructing individuals, beneficial owners and other relevant persons; understand the purpose and objectives of the retainer; obtain information about the source of funds; and monitor an ongoing professional relationship involving a financial transaction. You authorize us to use lawful verification methods and service providers for those purposes. You will promptly advise us of material changes and provide supporting information about funds or transactions when requested. We may decline to receive or transfer funds, suspend work or withdraw where information is not provided, a transaction is inconsistent with the retainer, or we know or ought to know that our services would assist fraud or other illegal conduct. Our trust account may be used only for transactions directly related to legal services we provide.
We conduct conflict checks when opening a matter and as circumstances require. We may represent other clients, including clients whose interests are commercial competitors of yours or are adverse to yours in unrelated matters, only where permitted by the Rules of Professional Conduct. Nothing in these Terms is intended to obtain a general or open-ended advance consent to a conflict. If your informed consent is required for a particular conflict, we will provide the disclosure reasonably necessary for you to understand the material risks and will obtain the consent required by the Rules of Professional Conduct. We will protect confidential information belonging to each client and may decline or withdraw from a matter if a conflict arises or if continued representation is otherwise prohibited.
The originating lawyer at Oziel Law will be responsible for your matter(s). From time to time, we may involve other lawyers or law clerks at Oziel Law or other law firms who might have more experience in the areas of law in which you require our advice. We may also consult or work with contract legal professionals, agents, experts, foreign or other outside counsel, and service providers where reasonably appropriate. We remain responsible for supervising work performed on our behalf. We will obtain your authorization before retaining an outside professional for whose fees you will be directly responsible, except where authority is already included in the Engagement Communication or reasonably implied by your instructions. Unless otherwise agreed, you are responsible for those third-party fees and disbursements, whether billed to you directly or through us.
Where possible, Oziel Law tries to quote legal work on semi-fixed fee structures. We may quote on the basis of a “flat rate for delivery of first drafts”. In these situations, the quoted fixed fee will include all work leading up to delivery of the first draft. Any amendments or discussions related to the draft will be charged in accordance with the hourly rate. Our lawyers will advise you where we are unable to quote a fixed fee and when the hourly rate must be charged.
Any fee estimate is based on the scope, assumptions, hourly rates and other circumstances existing when the estimate is provided. Unless we confirm otherwise in writing, an estimate is valid for 90 days. If you engage us after that period, or if the scope, assumptions or circumstances change, we may revise the estimate or applicable fees before beginning the work. We will notify you of any material revision and obtain your instructions before proceeding. A fee estimate is not a fixed fee or fee cap unless we expressly state otherwise in writing.
When we bill on the basis of hourly rates, time is ordinarily recorded in tenths of an hour and charged at the disclosed rates of the people who perform the work. We will advise you in advance of the current hourly rate for each of our lawyers and staff. We regard the hourly rate as a benchmark only and is not the sole determination of the value of services for billing purposes. We may also take into account the type of service involved, the scope, complexity, time limitation, skill labour, responsibility involved, results obtained and other material circumstances, such as work outside of normal business hours, exceptionally successful or exceptionally efficient representation. HST is applied by law to all legal fees.
The fees for our services will be billed as confirmed in the Engagement Communication and any subsequent communications. If an unforeseen development is likely to materially affect an estimate, budget or disbursement, we will explain it to you as soon as reasonably practicable and confirm material fee discussions in writing. In addition to our fees, we will seek reimbursement of any out-of-pocket expenses (disbursements) incurred on your behalf, including, but not limited to travel, postage, litigation, messenger, courier, filing and search fees. These are charged dollar for dollar basis, including any HST paid, with no markup.
It is our policy to request retainers in advance of completing work. The size of the retainer will be appropriate to the size and scope of the matter. We will confirm the requested retainer to you in the Engagement Communication and any subsequent communications. In all cases, the retainer amounts to a pre-payment subject to a refund and not a commitment that the anticipated fees and disbursements for the work requested will not exceed such an amount. Any retainer held in trust will not bear any interest unless otherwise expressly agreed. For long-standing clients, we may permit the client to forego the payment of an advance retainer. We will invoice these clients regularly.
We may pause work or withdraw for non-payment or failure to replenish a retainer only in accordance with the Rules of Professional Conduct, including requirements for good cause, reasonable notice and avoidance of serious prejudice. A person who pays your account or retainer does not thereby become our client, obtain a right to instructions or confidential information, or relieve you of responsibility for our accounts unless we agree otherwise in writing.
Our accounts are due and owing upon receipt. Payment should be made to Oziel Law through one of the various methods we make available to you as specified in our Engagement Communication and any subsequent communications, or as set out on our website. We reserve the right to charge interest for accounts not paid within thirty (30) days at the rate set out in the invoice.
In accordance with the Rules of Professional Conduct, and as legally permitted, we may pay referral fees to the referrer of your matter, if applicable. The referral fee will not change the amount that you will be charged. Further, in accordance with the Rules of Professional Conduct, we may ask you to execute a separate referral agreement and an acknowledgement for the referral payment at the time such payment is payable or paid, in the manner to be communicated. No referral fee will be paid merely on the basis of this general clause.
To enable us to meet your expectations and objectives, it is essential that you provide us with all factual information that is relevant and material to the subject matter of my representation. As you become aware of new or updated information, we ask that you share that new information with us. All information provided concerning your business and affairs acquired in the course of our professional relationship with you shall be held in strict confidence, unless you expressly or implicitly authorize its disclosure. Note that the Rules of Professional Conduct define a limited number of circumstances in which we may be obligated to disclose information that may be confidential. In such circumstances, we will not disclose more information than is required. We take the duty imposed on lawyers and our staff to preserve confidences and secrets of a client with the utmost seriousness. In addition to our communications being confidential, most, if not all of our communications with you will likely be protected by the use of solicitor-client privilege. The privilege only arrives when you as a client reveal information in confidence to obtain legal advice or services. Please let us know if you have any questions about information management confidentiality or the ambit of solicitor client privilege.
We may use email, cloud services, electronic signature, collaboration, document-management, legal research, automation, and artificial-intelligence-assisted tools to provide legal services and operate our practice. We select and use technology in a manner intended to meet our professional obligations, including competence, confidentiality and supervision. A legal professional will review and exercise professional judgment over substantive work product produced with technological assistance before it is delivered to you or submitted on your behalf. We will not knowingly place confidential client information into a public or consumer technology service unless appropriate contractual, privacy and security safeguards and any required client instructions are in place. If a proposed use creates a material confidentiality, privacy, cost or other risk beyond ordinary legal practice, we will discuss it with you and obtain instructions where appropriate.
To provide you with the most efficient legal service, we utilize high grade hosting services and security technologies that we believe will provide you with a secure and safe experience. However, no system is perfectly secure or reliable. The internet is an inherently insecure medium, and the reliability of hosting services, internet intermediaries, your internet service provider, and other service providers cannot be assured. When you use our Services, you accept these risks and the responsibility for choosing to use technologies that cannot guarantee complete security and reliability.
Please let us know if you prefer that sensitive information be transmitted using encryption, a secure client portal or another agreed method. If you receive a communication that appears unusual or have any doubt about its authenticity, please contact us using contact information you have independently verified. To help prevent fraud, we may independently verify new or changed payment or wire-transfer instructions by telephone or another appropriate method before acting on them.
The Personal Information Protection Act and Electronic Documents Act (Canada) creates an enforceable right to privacy with respect to the collection, use and disclosure of personal information by private sector organizations. By your execution of this letter, you will be consenting to the use by Oziel Law of personal information of those employees, agents, consultants and others with whom we may deal in connection with the provision of legal advice and services, the administration of time and billing databases, direct marketing activities by Oziel Law to you, and the disclosure by Oziel Law of such personal information to third parties where such disclosure is required by law or in connection with the provision of legal advice and services With respect to Canada’s Anti-Spam Legislation (commonly referred to as CASL), by signing this letter, you hereby expressly consent to receiving, during and after our business relationship, electronic messages from Oziel Law, including via emails and through social media, providing information to you and your business including newsletters, updates, alerts, other publications, invitations to programs, events and webinars, news and communications, including dealing with legal matters, other information of interest to you and/or information on our services. You understand that you can withdraw this consent or modify your preferences as to the types of electronic messages which you wish to receive from us, at any time, simply by notifying us or by using the unsubscribe mechanism on any of our electronic messages.
Oziel Law operates as a fully digital firm. Unless we specifically agree otherwise, we do not maintain permanent paper files. Paper materials provided to us may be scanned and converted to electronic form and, after confirming that a complete and legible electronic copy has been created, may be returned to you or securely destroyed. You should not provide us with original documents unless requested and should retain your own copies of all important materials.
We will safeguard client records, property and funds in accordance with applicable law and our professional obligations. During or after the engagement, you may request the return, transfer or secure destruction of eligible materials. Subject to any lawful lien, trust condition, court order, record-retention requirement or other legal or professional obligation, we will comply with your request within a reasonable time. Otherwise, we will retain electronic client records or securely delete them if requested by a client in accordance with our professional obligations. Original documents, trust property and records that must be preserved may be retained or handled differently including by delivery to the client.
We look forward to a long-lasting relationship with you. Nevertheless, but subject to Section 4, you are free to terminate our representation at any time. Subject to any applicable rule of court or code of conduct, we may terminate our engagement upon reasonable notice to you. In the event of termination of this engagement, you remain liable to pay all fees, disbursements and other charges incurred up to the date of termination. Upon completion of the matter, to which this engagement letter applies, or the earlier termination of the representation, our solicitor/client relationship will end unless we expressly agree to continue the representation on other matters. In such case, we have no continuing duty to monitor or advise you about later factual developments or changes in law, regulation, interpretation, filing dates, renewal dates or other deadlines unless we expressly agree in writing to do so. A new matter or further work requires our written acceptance.
Unless terminated earlier, our engagement for a matter ends when we have completed the work described in the Engagement Communication and delivered our final account or otherwise confirmed completion. Our lawyer-client relationship for that matter then ends. We have no continuing duty to monitor or advise you about later factual developments or changes in law, regulation, interpretation, filing dates, renewal dates or other deadlines unless we expressly agree in writing to do so. A new matter or further work requires our written acceptance.
These Terms, the applicable Engagement Communication, and any conflict waiver or joint representation agreement (if applicable) constitute the entire agreement for the matter and may be amended only by written agreement or written notice accepted by you, subject always to applicable law and professional obligations. If there is any inconsistency among the applicable documents, the following order of priority will apply: (1) the conflict waiver or joint retainer agreement (if applicable); (2) the applicable Engagement Communication; and (3) these Terms.
If a provision is unenforceable, it will be read down or severed to the minimum extent necessary and the remainder will continue. A waiver on one occasion is not a continuing waiver. Ontario law and the federal laws of Canada applicable in Ontario govern, and the parties submit to the courts of Ontario, without limiting any right to assessment or other remedy under the Solicitors Act or the Law Society Act. You acknowledge that you have had an opportunity to ask questions and obtain independent legal advice about these Terms. You accept them by signing or electronically accepting the applicable Engagement Communication, instructing us to proceed after receiving these Terms, or paying a required retainer after we confirm acceptance of the matter.
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