By signing the Engagement Letter Cover Page, the parties agree that “Agreement” hereunder shall mean the Engagement Letter Cover Page, Signing Page, Schedule “A” and these Standard Terms and Conditions. The parties intend that this Agreement shall not be for a set term. This Agreement starts on the day it is signed by each Client and by Hansra Law, and will continue until any party notifies in writing the other party or parties of his, her or its intention to terminate. The following will apply:
Termination or expiry of this Agreement will be subject to Article 8 (End of Matter)
2. EXPECTATION OF CLIENT INTEGRITY
The Client understands that the solicitor/client relationship contemplated in this Agreement is one based on utmost trust, confidence and respect. The Client agrees to co-operate fully with Hansra Law in advancing the above matter, which co-operation shall include, without limiting the generality of the foregoing, the provision of information to Hansra Law upon request within a reasonable time of such request; the provision of any and all documentation required to advance the matter whether in the Client’s possession or capable of being obtained by the Client; the undertaking by the Client to communicate with Hansra Law in a timely manner; and the undertaking by the Client to provide such written consents as the Hansra Law may require to request of third parties the production of information or documentation that Hansra Law believes to be relevant to the issues raised in the matter or proceeding.
Hansra Law expects the highest degree of integrity and ethical conduct from the Client. Hansra Law also expects the Client to provide honest, accurate and complete answers to all questions from Hansra Law lawyers concerning the Matter, and provide Hansra Law complete and accurate copies of documents and other items. To that end, the Client will:
Hansra Law will consider it a failure to meet the standards of integrity and ethical conduct set out in this paragraph where the Client misleads Hansra Law during the Matter, knowingly provides Hansra Law with any false information or intentional withholds from Hansra Law relevant information concerning the Matter.
3. CONFLICTS OF INTEREST
3.1. No Conflicts: It is of utmost importance that the Matter in no way place Hansra Law in a conflict of interest as defined under the Rules of Professional Conduct from the Law Society of Ontario (“RPC” or “Rules of Professional Conduct”). The Client acknowledges that Hansra Law may have to disqualify itself from the Matter if Hansra Law finds itself in such a conflict. Should a conflict arise, whether before or during the Matter, Hansra Law will only act if permitted to do so under the Rules of Professional Conduct.
3.2. Joint Matter: Where more than one Client has retained Hansra Law to act on the Matter, each Client acknowledges that:
The joint retainer contemplated above is subject to Rules of Professional Conduct from the Law Society of Ontario. Where those Rules so permit, Hansra Law may in writing waive compliance with any one or more of items (a) to (d) of this paragraph 3.2.
3.3. Business Entity: Where the parties to this Agreement include a corporation, partnership, trust or other entity that operates a business (“Business”), along with the shareholders, partners or other individuals controlling the Business (“Directing Minds”), the following shall apply. Hansra Law may, by indicating so on the cover page, structure the Matter so that Hansra Law’s sole client is the Business (by indicated the words “Sole Client” beside the Business’ name). In such circumstances, the Matter shall not be a joint retainer as per Section 3.2. Instead, the Directing Minds will be parties to this Agreement as guarantors. The Directing Minds will jointly and severally personally guarantee the obligations of the Business to Hansra Law under this Agreement. The Directing Minds will not be clients of Hansra Law and Hansra Law will have no solicitor/client obligations to them.
4. SERVICE STANDARDS
4.1. Standard of Care: When completing the Matter, Hansra Law will faithfully and diligently provide legal work required to complete the Matter to a standard that meets or exceeds the applicable standards required of a lawyer in Ontario, Canada.
4.2. Advice Based on Canadian Law: All legal advice on the Matter will be based on Ontario law and the laws of Canada as applicable. Hansra Law may elect to provide advice on the law of another Canadian province or territory in connection with the National Mobility Agreement, Territorial Mobility Agreement or Quebec Mobility Agreement from the Federation of Law Societies of Canada as those agreements are amended from time to time.
4.3. Foreign Law: Where the Matter is affected by the laws of a foreign jurisdiction (including the United States of America), each Client acknowledges that, unless otherwise indicated in writing, Hansra Law is neither competent nor insured to provide advice on foreign law. The Client may elect to retain a foreign lawyer qualified in the relevant jurisdiction for legal advice and services on any foreign law aspects of the Matter.
4.4 Services Outside Scope: If the Client requests additional legal services that are outside the scope of this Matter and the amounts quoted on the Cover Page, Hansra Law will notify Client and Client can agree to retain Hansra Law for such additional services by signing a new Engagement Letter Cover Page. Client agrees that the terms and conditions of this Agreement including Schedule “A” shall apply to each additional Engagement Letter Cover Page signed by Client. The Client acknowledges and agrees that the Hansra Law will in no way provide advice in relation to tax law or the tax implications of the above noted services. It is understood and agreed that the Client’s responsibility for payment of accounts as rendered is not contingent on the ultimate outcome of the matter.
4.5 Legal Advice: Hansra Law’s lawyers are pleased to provide snap responses to questions raised over the telephone or by e-mail or at meetings, but Hansra Law shall not be held responsible for any obligation or duty with respect to such casual discussions, recommendations and business or legal advice, or any consequences arising from the Client’s use or communication thereof. However, Hansra Law assumes professional responsibility for its lawyers’ legal opinions or advice where a Hansra Law lawyer has provided a written legal opinion after having had a reasonable opportunity to undertake due diligence and careful deliberations. Hansra Law’s legal advice shall be restricted to the Client’s particular set of facts and circumstances for which it is given and must not be applied to any other past or future situations pertaining to the Client or any other entity, except to the extent specifically provided for in the opinion.
5. CONTROL OF RETAINER
So long as Hansra Law complies with this Agreement, each Client acknowledges that Hansra Law may complete the Matter in such manner as Hansra Law sees fit without interference or control by the Client. This includes:
6. OUTSIDE SERVICES
It is agreed that the Hansra Law will be primarily responsible for representing the Client in this matter. Throughout the course of the Matter, the Hansra Law may engage other lawyers, paralegals, students-at-law, law clerks, other staff and third party service providers, including printers, couriers and process servers, to prepare, print, copy, deliver, file or otherwise handle documents and material relevant for legal services rendered. The Client hereby consents to the engagement of other lawyers, paralegals, students-at-law, law clerks or other staff and to the use of other third party services when the Hansra Law deems it appropriate to do so. The Hansra Law will, on a best efforts basis, ensure that it only shares Client information with the third parties as necessary to complete the services. Any third party service charges will be added to the Client’s invoice as a disbursement.
7.1. Estimates: Upon request, Hansra Law may provide an estimate or range of the potential legal fees and disbursements to the Matter. The Client acknowledges that such estimates are Hansra Law’s best guess as to the potential costs. The estimates are, by nature inexact, as Hansra Law cannot predict in advance how the Matter will unfold and exactly what legal services will be required. The estimate, under no circumstances, qualifies as a flat fee or upper limit to potential fees. Clients rely on such estimates at their own risk.
7.2. Disbursements: In addition to legal fees, the Client agrees to reimburse Hansra Law for all disbursements incurred in the course of completing the Matter. Disbursements are costs incurred by Hansra Law on the Client’s behalf to complete the Matter. These include items like printing costs, photocopy expenses, government filing fees and third party search costs.
7.3. Flat Fee Services: From time to time, Hansra Law may offer to provide certain services under the Matter at a flat fee. All such services will be subject to this Agreement.
7.4. Invoicing: Invoices are payable upon receipt or immediately upon the termination of this Matter. Hansra Law will first charge all fees, disbursements, taxes and interest incurred during each bi-weekly billing cycle against any Deposit held in trust, and Client agrees to immediately pay any remaining balance. Client is jointly and severally liable for such payments immediately upon receipt. Each invoice will be considered final and binding unless each Client specifically notifies Hansra Law in writing of any dispute with respect to an invoice within 15 days after it is rendered. The hourly rate for legal fees may be increased from time to time on an at least a monthly basis.
7.5. Security Interest: The Client hereby grants Hansra Law a security interest in any current or after-acquired money, documents or other property (whether tangible or intangible) that may come under Hansra Law’s possession or control. The security interest is for satisfaction of any obligations owing by the Client to Hansra Law, and includes non-payment of legal fees. The security interest given to Hansra Law hereunder shall constitute a purchase-money security interest in accordance with the Personal Property Security Act (Ontario).
7.6. Canadian Funds: Unless otherwise indicated by Hansra Law in writing, all amounts payable by the Client pursuant to the terms of this Agreement are payable in Canadian funds.
7.7. Trust Account: The Client authorizes and directs Hansra Law and any person or party to any transaction, agreement or matter involved within the scope of the Matter to pay into or receive in Hansra Law’s mixed trust account specifically on behalf of the Client, any of the Client’s funds, Deposit, monies or proceeds to which the Client or Hansra Law may become entitled. The Client acknowledges that Hansra Law must administer its trust accounts in strict with the by-laws and Rules of Professional Conduct.
7.8. Application of Payments: Hansra Law is hereby authorized to apply the Client’s trust monies firstly in payment of any account of Hansra Law issued and payable for fees, disbursements, taxes and interest applicable to services rendered by Hansra Law, its agents and contractors who have rendered services on behalf of the Client, whereupon the balance shall be remitted to the Client or as the Client may direct Hansra Law in writing.
7.9 Deposits and Additional Deposits. Hansra Law may require additional deposits of retainer funds when the Deposit is depleted by more than 75% or when Hansra Law reasonably believes that the Deposit is insufficient to cover the expected costs for legal services likely to be incurred through the next billing cycle. Client agrees to pay any additional retainer deposit within 3 business days notice from Hansra Law that the Deposit is insufficient.
8. END OF RETAINER
8.1. Termination or Expiry: This Agreement will terminate before the Matter is complete on notice from the Client in accordance with Article 1 (Start), or from Hansra Law in accordance with Section 8.2. Upon the completion of all material legal work on the Matter as contemplated in Article 1 Section (c), Hansra Law will provide notice to Client that all legal work has been completed. Once Client has received such notice, this Matter will expire upon notice from the Client in writing that this Matter is terminated.
8.2. Withdrawal of Services: Hansra Law may withdraw from representation if the Client fails to fulfil obligations under this agreement, including the obligation to pay Hansra Law’s fees and disbursements, as permitted or required under the Rules of Civil Procedure, other applicable rules of court, or any applicable standards of professional conduct, or upon reasonable notice to the Client. In such event, the Client will be asked to seek alternate counsel. So long as alternate counsel is retained in a timely fashion, the Client will not be billed for removing Hansra Law as lawyer of record. However, if Hansra Law is required to bring a motion to remove itself as lawyers of record, the Client will be responsible for Hansra Law’s fees and disbursements in so doing.
8.3. Transition to New Counsel: In event of termination of this Agreement, Hansra Law will send the Client a final invoice for all services on the Matter up to the termination date. The termination of Hansra Law’s services will not affect the Client’s responsibility for payment of outstanding accounts and accrued fees and disbursements incurred before termination or incurred thereafter inconnection with an orderly transition of the matter. Hansra Law will also deliver to the Client or at the Client’s direction its new lawyers, those documents and files in Hansra Law’s possession that are the Client’s property. Release of the Client’s property will be subject to payment of Hansra Law’s invoices.
The Client shall indemnify and save Hansra Law, its lawyers and employees harmless from any and all losses, costs, liabilities and expenses (including legal costs) in connection with:
This paragraph will survive the termination or expiry of this Agreement for a period of 2 years.
10. GENERAL TERMS
10.1. Interpretation: Except as expressly contemplated herein (such as notices or written instructions), this Agreement constitutes the entire codification of the parties’ agreement and it is agreed that there are no representations, warranties, collateral agreements or conditions affecting this Agreement other than as expressed herein in writing. This Agreement shall enure to the benefit of any heirs, estate trustees, legal personal representatives and successors as applicable. In the event that any one or more term(s) contained herein is declared unenforceable or invalid for any reason, said term(s) shall be severed from the remainder of the Agreement. The failure of any party to insist upon the strict performance of an obligation hereunder shall not be a waiver of such party’s right to demand strict performance in the future. All waivers shall be in writing. And any reference to “days” herein shall mean calendar days, and not business days, unless expressly set out to the contrary. Except as otherwise expressly provided in this Agreement, all remedies provided for
in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to
either party at law, in equity or otherwise.
10.2. Amendments and Assignment: This Agreement may not be amended or modified except by written agreement signed by all the parties hereto. The Client may not assign this Agreement to any other person without the written consent of Hansra Law.
10.3. Force Majeure: Neither party shall be liable for delay or failure in performance resulting from acts beyond the control of that party, including power failures, blizzards and inclement weather, traffic, banking delays, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, act of authority whether lawful or unlawful and other acts of God. A party’s performance in such circumstances will be deferred for the period of delay. Where it is reasonably foreseeable that the delay will be indefinite, then the terms which cannot be performed will be deemed invalid and severed from the balance of the Agreement as contemplated above. The parties will be excused from performing the severed terms on the basis of frustration. Where it is Hansra Law who cannot perform, the term will be expressly excluded from Hansra Law’s duty of care to the client and Hansra Law’s scope of liability for negligence.
10.4. Notices: Notices hereunder shall be in writing and will be sufficiently given if delivered by personal service, courier, facsimile, electronic mail or any other manner providing the sending party with written evidence that the notice was in fact delivered.
10.5. Informational Content: Hansra Law may produce newsletters, blogs, generalized case studies and other information items (“Informational Content”). The Client acknowledges and understands that Hansra Law may from time to time create and publish Informational Items loosely based on the Client’s Matter; provided that Hansra Law will in such Information items not share any personal information, private and confidential case information or any information that is subject to solicitor-client privilege.
10.6. Commencement of Matter: Hansra law has no obligation to render any legal services until the Engagement Letter has been executed either by signing said agreement, signing it with an electronic signature or agreeing to said Deposit by other electronic means and returned to Hansra Law and the initial Deposit amount has been paid, if required, but if the Client has requested that Hansra Law provide any legal services before that time, any legal services provided by Hansra Law shall be subject to the provisions contained in this Agreement, even though it has not been signed.
10.7 Drafting Ambiguities: This Agreement is made between commercially sophisticated parties each of which has had a chance to review and understand the terms hereof. The rule of construction that any ambiguities are to be resolved against the drafting party will not be applicable to the construction of this Agreement.
10.8 Governing Law: This Agreement shall be governed by, enforced, and construed in accordance
with the laws of the Province of Ontario and the federal laws of Canada, without regard to or application of conflict of law rules or
principles (including any mediation and/or arbitration) to the contrary. Venue for any and all disputes
hereunder shall be Toronto, Ontario.
I hereby waive all defenses and/or claims of inconvenient forum (e.g. forum non conveniens).
11. MODIFICATIONS: Hansra Law reserves the right to change the terms of this Agreement at any time. Hansra Law will provide written notice (email being sufficient) when material changes are made. Updated versions of this Agreement will appear at: https://www.hansralaw.ca/client-terms-and-conditions and are effective immediately and binding upon notice to Client’s email address provided to Hansra Law.
Schedule “A” – Credit Card Authorization Form
In an effort to better serve our clients and simplify your billing experience, our firm accepts payment by credit card and processes it through a third-party payment processor. All credit card information is filed with your confidential client information and kept completely private and secure. By clicking “Enter Payment” on Hansra Law’s online payment page, the client agrees as follows:
Initial Payment: I (the cardholder) hereby authorize Hansra Law to charge the initial payment deposit currently due on my account for the Matter.
Future Payments: I authorized Hansra Law to charge any future payments related to the Matter using the payment method below. The balance for legal services is due and payable upon receipt of an invoice. Balances are considered past due if not paid within 3 Business Days of receiving the statement and will bear interest at the rate of 12% per annum. After 3 Business Days on receiving an invoice, account balances will automatically be charged to the card on file.
Future Matters: If I sign any future Engagement Letter Cover Pages with Hansra Law for any additional matters, I hereby authorize Hansra Law to charge an initial payment deposit and any future payments, as provided above, that become due on my account for those future matters with Hansra Law.
Being the authorized cardholder, by signing above and submitting your payment information into Hansra Law’s online payment form, I understand and agree to the terms set forth in this Agreement; I agree to pay, and specifically, I authorize Hansra Law to charge my credit card for the services provided. I further agree that in the event my credit card becomes invalid, I will provide a new valid credit card upon request, to be charged for the payment of any outstanding balances owed. I furthermore confirm that I have received all services and goods to satisfactory conditions.
Charges made for actual services performed by our office are non-refundable. I agree that if I make a payment by credit card, I will not cancel it, request a charge-back, or revoke the card, nor dispute the charge with the credit card company, or otherwise demand a reversal of the charges by the credit card company, unless such an agreement is prohibited by law. I agree to notify Hansra Law directly to dispute charges or terminate services. The Firm will promptly refund any unused and undisputed balances to you. If I dispute the charges and cancel, revoke, or charge-back a charge on my credit card such that a fee, penalty, overdraft, or other unanticipated charge is posted to the Firm’s account, and it is later determined that the charge was properly authorized, I agree to pay all out of pocket fees and costs (including legal fees) incurred by the Firm as a result of the improper cancellation, revocation, charge-back or dispute.