TERMS OF BUSINESS

Legal Adjacency Terms of Business

Last Updated: March 11, 2022

These Terms of Business apply to all the work we do for you unless we agree otherwise in writing.

In these terms, “we”, “us”, or “our” means Martin Finestone Professional Corporation o/a Legal Adjacency. “You” means the corporation (including, where specifically designated in our engagement letter, any subsidiary or affiliated entity), person or other entity who is our client and who instructs us.

Our engagement letter with you plus these terms contain the entire agreement between you and us. You agree that anything stated in your purchase order or similar generated ordering document, or in any click-wrap or browse-wrap agreement of yours or your procurement system is void.

We may need to change these terms at any time in response to legal or regulatory requirements, changes to our business or ways of working. If any changes affect existing instructions, we’ll give you notice of them and if we don’t hear from you within 14 days of such notice, we’ll assume that you’re happy with such changes.

OUR INFORMATION

Invoicing

Unless we agree otherwise, we’ll invoice you for our services:

📅 subscription service fees invoiced quarterly or annually in advance (as appropriate)

📅 subscription services overages invoiced monthly in arrears

📅 hourly rate work invoiced monthly in arrears

📅 flat fee/project invoices will be as you and we agree in a proposal

We’ll send our invoices by email to the email address provided by you.

If this email address changes, you must let us know as soon as possible.

If any invoice relates to a matter confidential within your organization, please let us know whether the invoice should go to someone else.

If you need us to include a purchase order number or other reference on our invoices, you must tell us before we issue the invoice; otherwise, the invoice will be valid and must be paid on time.

Payment Terms

Unless otherwise stated, payment is due 30 days after the invoice date.

All payments are to be made to us by cheque, direct deposit, or wire drawn in the currency in which our invoice is issued (or such other payment method or currency as we agree with you in writing).

Taxes

Applicable taxes will be added to our fees, disbursements (amounts we pay or must pay to a third party on your behalf).

Unless required by law, all fees, internal charges, and disbursements please pay us will be paid free from all deductions or withholdings.

If you are required by law to withhold any deductions or other amounts from any fees or disbursements payable to us by you, you must pay us the amount that will, after the deduction has been made, leave us with the same amount as we would have without withholding.

If we obtain the benefit of any tax credit or other relief by reference to any such deductions or withholdings, then we will repay to you the amount that, after that repayment has been made, will leave us in no worse position than we would have been without withholdings.

Late Payments

Unless you’ve disputed any invoice in good faith, we may stop providing access to the Program where any invoice remains unpaid after 30 days from its due date.

We may also invoice you for interest at the lower rate of 1.5% per month (18% annually) or as allowed under the Solicitors Act (Ontario).

Advanced Fees / Retainers

We may ask you to pay a sum in advance for our fees and any disbursements and internal charges for Legal Advisory Services (defined below).

If you do not meet our request, we may stop working for you. Any advance payments made will be paid into our trust account as a credit on your file.

The amount paid in advance may then be used to pay future invoices when billed by transfer from this account.

We reserve the right to return any monies received to the account from which they came.

Hourly Rates

Our hourly rates are calculated based on ten six-minute units per hour.

Questions About Invoices

If you have questions about an invoice, you should raise them with us immediately.

OUR SERVICES

We offer two types of legal services, Legal Advisory Services and Legal Adjacent Services.

Legal Advisory Services

Legal Advisory Services are when we provide you with legal advice about a specific legal matter. We only provide Legal Advisory Services where we have agreed a written engagement agreement with you to act as your lawyers and provide you with specific legal advice.

We are qualified and authorized to advise only about the laws of Ontario and applicable federal laws of Canada. We do not provide advice in relation to the laws of any other jurisdiction.

If you ask us to advise on matters or review legal documents governed by the laws of another country, we’ll assume you understand that our advice will depend only on how the documents would be interpreted under Ontario or federal Canadian law.

Any advice we give will be provided solely to you as our client and solely for the purpose for which we were instructed. Our advice may not be used or relied on for any other purpose or by any person other than you without our express prior written agreement.

Legal Adjacent Services

Legal Adjacent Services are the services we provide that do not include legal advice. Legal Adjacent Services include coaching, mentorship, legal design, contract design, or legal operations advisory services.

Some Legal Adjacent Services are offered on a subscription basis. We will provide those subscription services to you for the subscription period set out in the applicable invoice. you choose. At a subscription period’s end, your subscription services will automatically renew for subsequent subscription periods until you or we terminate those services.

You will need to get legal advice for any legal issues related to Legal Adjacent Services.

Discussions, correspondences, and materials exchanged between you and us as part of Legal Adjacent Services are not subject to any solicitor-client privilege or other legal privilege.

We cover our general obligations of confidentiality later in these Terms of Business.

Some Legal Adjacent Services include a specific number of blocks for calls or sessions in a subscription term. Any blocks or parts of blocks which haven’t been used in a subscription term can’t be carried over into the term. You won’t be entitled to any refund or discount for unused blocks.

Participation Legal Adjacent Services, including scheduling individual coaching sessions or participating in activities, are your user’s responsibility.

We will use reasonable efforts to accommodate needs to cancel or reschedule individual session coaching sessions. But failure of a user to attend or provide at least 12 hours’ notice of cancellation or need to reschedule will forfeit such session and will not be rescheduled.

CONFIDENTIALITY

The information we receive from you will still be kept confidential except: (i) if you agree otherwise, (ii) as allowed in these terms, or (iii) where we must disclose it by law or our ethical and professional rules.

When your employees give their contact details to us, we will only use that personal data under our privacy policy or as otherwise consented to by them.

We prefer to avoid using paper where we can and will generally communicate by email, video conferencing, or your other preferred channels. Unless you let us know otherwise, we will use email or video conferring to communicate with you.

Email is not secure or confidential. If you want us to encrypt all emails with you, please let us know, otherwise all emails will be unencrypted.

TERMINATION

Termination by You

Except for Legal Adjacent subscription services, you may terminate our retainer at any time and for any reason. You must give us at least 1 month’s written notice to terminate subscription services.

Termination by Us

We may terminate our work for, or retainer with you if:

  • the job is finished;
  • any interim or final invoice remains unpaid for more than 30 days after the invoice date (or such other period expressly agreed with you);
  • we consider that it is not in our mutual best interests for us to continue to act for you;
  • you decide not to instruct us any longer;
  • you become or we consider it likely that you will become insolvent, or, in our reasonable opinion, you will have difficulty paying us in accordance with our terms; or
  • we consider that we cannot keep acting for professional reasons such as a conflict of interest arising, or your instructions are unlawful, unethical, or impractical.

 

We will not terminate our work for, or retainer with you, without good reason and we will try to provide you with reasonable notice where appropriate.

Payment on Termination

Unless you’ve disputed any invoice in good faith, you must pay all outstanding invoices and for any fees or expenses incurred by us up to the time of termination.

If you’ve made any payment on account of our fees or expenses, we’ll repay such monies to you less such fees or expenses.

We also have a right to keep deeds, documents, and any other items we may hold for you until our fees, internal charges, and disbursements are paid.

LEGAL ADJACENT SERVICES DISCLAIMER

Your business results and success are your responsibility.

We make no representations, warranties, conditions, guarantees, or undertakings, whether express or implied, about any Legal Adjacent Services or any information or materials we provide as part of Legal Adjacent Services. This includes any implied warranties and conditions of merchantability, fitness for a specific purpose, quality, title, or non-infringement.

LEGAL ADJACENT SERVICES LIABILITY LIMITATIONS

Except for our confidentiality and privacy obligations, we will have no liability arising from any Legal Adjacent Services for these damages: direct, indirect, consequential, special, incidental, remote, speculative, exemplary, or punitive damages, or for loss of data, loss of profits, interruption, or loss of data. This exclusion of damages will apply no matter how those damages are caused and regardless of any theory of liability or theory of relief, whether based in contract, tort, negligence or otherwise, even if we have been told of the possibility of those damages.

If the above exclusion of liability or damages is not enforceable by law, then our highest liability to you for any claims arising out of Legal Adjacent Services are limited to the amount equal to the fees paid or payable by you for the applicable services.

CLIENT PORTAL

The services and information we provide via our client portal may be subject to separate agreements covering their terms of use.

If applicable, your user will be given access to our online portal through a username and password (“Account”). The Account is personal to the user. Users may not share Account information with any other individual or otherwise let someone else access to their Account.

As between you and us, you are responsible for all activity under your users’ Accounts.

You will make sure that your users keep their Account credentials confidential.

You must let us know promptly if a user’s Account is or is suspected of being compromised.

Please let us know as soon as possible if you need us to cancel a user’s Account access, such as where the employee is no longer employed by you.

We may end Account access when we believe that use of an Account is affecting the security or stability portal.

OTHER IMPORTANT TERMS

Instructions

We will rely on you to make sure all officers, employees, and agents of your organization who instruct us are allowed to provide instructions to us so we may act on their instructions without reference to anyone else.

If you have any special requirements (e.g., if we are to accept, or not to accept, instructions from any one person or to inform a particular person before acting on any instructions) or if you require us to follow any procedures to ensure confidentiality within your organization, please let us know.

Copyright

We own, or are the licensors, of the copyright and any other intellectual property rights in all documents we create for you or any materials we provide you.

Provided you’ve paid all invoices relating to the creation of any documents or materials, you’re free to copy, modify and use such documents for the specific purposes for which they were created.

To use any documents or materials for any other purposes, you must ask us for permission to do so.

If you have any special requirements (e.g., if we are to accept, or not to accept, instructions from any one person or to inform a particular person before acting on any instructions) or if you require us to follow any procedures to ensure confidentiality within your organization, please let us know.

Marketing Permissions

If you’re a corporate client for Legal Adjacent Services, you to agree to us using your name and logo (including any registered trademark) on our website, in marketing materials and in discussions with potential new clients. If you’d prefer that we didn’t use your name and logo, please let us know.

When we provide you with Legal Advisory Services, we would like to refer to you as a client and to the work we do with you, on our website, in submissions to directories, in promotional literature and in discussions with potential new clients. We will contact you to ask for your approval unless our involvement is already public knowledge.

GENERAL TERMS

Neither of us will have any claim against the other for misrepresentation unless that misrepresentation was made fraudulently.

If any term is invalid, that invalidity will not affect the rest of the retainer

The laws of the Province of Ontario and the federal law of Canada apply to these terms.