Service Terms & Conditions
1.1 You hereby authorize the Firm to act on your behalf in any matter in terms of and subject to the content of these Service Terms and Conditions.
1.2 The content of the Service Terms and Conditions is applicable to any matter or file that the Firm assists you with or manages on your behalf and the Firm is not required to make you aware of this agreement with each new instruction received from you.
1.3 The content of the Service Terms and Conditions may change from time to time. The Firm is not obligated to inform you of any changes. As the latest version thereof will always be applicable to your relationship with the Firm, make sure that you are aware of the content thereof by periodically reviewing the Service Terms and Conditions which is available on our website at centralawyers.ca
1.4 Occasionally we may reasonably consider it necessary to take urgent action thought to be in your best interest in cases where attempts to contact you have failed or it is not practical to consult you first. You agree to pay all reasonable fees and disbursements for taking such action.
2. Scope of Engagement and Services
2.1 We will provide you with legal services which in our professional judgment are reasonably necessary and appropriate to the matters in respect of which you engage us from time to time.
2.2 We will provide legal advice and other legal services to you. While we will have your financial and business objectives in mind, we are not financial, tax or business advisors and assume that you will rely on your own judgment and resources, such as other outside advisors as you may consider appropriate on financial, technical and business matters.
2.3 Although your legal team will take the utmost care during your representation, they have no control over the commercial success of any instruction or the outcome of any legal process, and therefore no guarantees of any nature are given in this regard.
2.4 We confirm that:
(a) we are not providing legal advice or services on any matter other than the matters in respect of which you specifically retain us; and
(b) once our work on a matter has been completed or concluded (see “Termination” below), changes may occur in the applicable laws or regulations, or their interpretation, which could affect your current or future rights, obligations and liabilities. We have no continuing obligation to advise you with respect to future legal developments, unless we are specifically engaged to do so after the completion of a particular matter.
3. Description of Client
3.1 In this Agreement, “you” and “your” means you, our client, and “we”, “our”, “us” or “the Firm” refers to Centra Lawyers LLP, its partners, lawyers, employees and agents.
3.2 We will be representing you personally and/or legal entities that you represent.
3.3 Unless agreed by us in writing, our representation will not include the representation of related persons, such as a spouse and/or children, or entities, such as individuals, shareholders, directors or officers of a corporation, its parent, subsidiaries or affiliates; partners of a partnership or joint venture; or members of a trade association or other organization.
3.4 In representing you, we are not acting for or taking on any responsibilities, obligations or duties to any such related persons or entities and no lawyer-client or other fiduciary relationship exists between us and any such related persons or entities.
4.1 We will at all times preserve the confidentiality of any confidential information disclosed to us, subject only to applicable law and our professional and ethical obligations.
4.2 We do not represent clients whose matters may be adverse in interest.
4.3 During each meeting with you, the responsible lawyer will take notes, sometimes in electronic format to which you consent by retaining our services, to record the content of the meeting and to act as a guideline for instructions to be implemented. These notes, in whatever form or format, are covered by solicitor-client confidentiality.
5. Representation of Other Clients
4.1 We undertake to use commercially reasonable efforts to avoid accepting retainers from other clients that would create a substantial risk that our representation of you on an active matter would be materially and adversely affected (a “conflicting interest”).
4.2 Our Firm represents a broad base of clients on a variety of legal matters. By retaining us, you consent to our representation of other clients who might be engaged in business activity that is in direct competition with you.
4.3 We agree that we will not represent the other client(s) in any direct legal dispute that they might have with you and that may arise in any such matter.
4.4 When you are no longer our client, under applicable professional rules, we may represent another client in any matter that is directly averse to your immediate interests provided that
(a) the matter is not the same as or directly related to the matter in which we previously represented you; and
(b) we protect your confidential information.
6. Identification of Potential Conflicts
6.1 Before we commence with any instruction, in accordance with the rules of our applicable governing body, the Law Society of British Columbia, we are obliged to ensure that we do not act for the other party in a dispute or potential dispute. For this purpose, we will conduct a review of our records by doing searches of your name and of those names that you supply us to confirm that we have not identified a conflicting interest.
6.2 Please advise us immediately of those names that we should search in connection with a matter or if there are any changes or additions to those names in the future.
6.3 We rely on you to let us know of any other parties who become involved in a matter, including any parties whose interests may be averse to yours.
6.4 You must not provide us with any confidential information regarding such a dispute or potential dispute until we confirm that we can act for you in relation to that matter.
6.5 You agree that our representing you in a particular matter will not prevent or disqualify us from representing clients adverse to you in other matters, and you consent in advance to our undertaking such adverse representations.
7. Your Legal Team
7.1 Although we have multiple lawyers who specialise in various areas, a single lawyer (the “Responsible Lawyer”) will be responsible for seeing that your legal needs are met and for directing or supervising all legal work that we undertake on your behalf.
7.2 The Responsible Lawyer will determine (after appropriate consultation with you) the composition of the Legal Team to staff each matter that we undertake for you.
7.3 The members of the team to work on your matter will be chosen on the basis of the experience that the matter requires and take into account any time constraints that might be applicable.
7.4 Given the complexities associated with many areas of the law, your legal team may find it necessary regarding particular issues to consult with, or refer the matter (or parts thereof) to, other legal professionals, whether our firm’s lawyers or otherwise, with expertise in a relevant sub-specialty.
7.5 We will ask for your approval before hiring consultants or third party service providers, including law firms in jurisdictions outside of British Columbia.
8. Quotes and Estimates
8.1 It is our policy that legal professionals are not at liberty to supply quotes or estimates of the cost of a matter;
8.2 Should you request or insist on a quote or estimate, the following must be kept in mind:
(a) Quotes and Estimates will be based on the Scope of Services as perceived by the legal professional at that time. Any changes to the Scope of Services either by your request or by circumstances affecting the matter will negate any quote or estimate.
(b) All quotes and estimates given by a legal professional are supplied as an honest estimate of the cost of the matter. As there are inevitably unforeseen events and issues you must under no circumstances consider the figure provided as the final amount due to us. The matter will be billed in accordance with our policy and will relate to the actual time spent on the matter.
(c) All quotes and estimates are exclusive of the applicable taxes and disbursements. See section 15.
9. Retainers and funds in trust
9.1 It is our policy to request an advance against fees and disbursements which is held in trust and for which we fully account (the “Retainer”).
9.2 The amount of any Retainer requested depends on a number of factors which are discussed with you and can be summarized as follows:
(a) Any new client is required to deposit a minimum retainer of $1,000, alternatively the amount requested for the Responsible Lawyer, before the matter is accepted.
(b) Retainers for existing clients differ but in principle, when we act on behalf of a client in any matter, there should be sufficient funds in trust to cover fees and disbursements in advance.
9.3 It will be necessary for you to provide and replenish the Retainer on our request from time to time so that it is sufficient to cover the work which has been done and is not paid for as well as the work which remains to be done. Until the retainer is provided or replenished as requested, we will not be obliged to carry out further work for you on any matter. Our retainer does not reflect a flat fee charged for services and you will be responsible for fees and disbursements not covered by the initial or replenished retainer.
9.4 You authorize us, in our sole discretion, to apply any unused portion of any retainer we are holding for you to any outstanding invoice for any services or disbursements provided to you, or as a retainer for work in progress or against a retainer requested for other matters we may be handling on your behalf, or to refund the unused portion of the retainer to the party who provided the retainer at our discretion.
10.1 In determining our fees, we may consider many factors, including: the complexity of the matter, the amount of money or the value of the transaction involved, time constraints posed by you that result in working on a priority basis or outside normal business hours, the achievement of exceptional results and any special demands made upon us, and may adjust all fees accordingly at any time when the scope of the project is changed, re-prioritized or revised.
10.2 Except if specifically agreed otherwise with the legal professional in writing, our fees are based on the time spent and billed at the prevailing hourly rates of the legal professionals doing your work.
10.3 These rates vary and reflect the expertise and experience of each professional.
10.4 We periodically review and adjust our rates and will advise you of any changes in rates as and when they occur.
10.5 Fees are charged as follows:
(a) Fees are charged at 15 minutes, 30 minutes and 1 hour or any portion thereof, whether the time spent thereon takes up the full portion or not;
(b) Consultations are always charged at the 1-hour rate or a portion thereof, whether the consultation takes one hour or not;
(c) All overruns on time, no matter how small, are billed in the following time period;
(d) A minimum fee of 15 minutes is charged for each action on a client file. Typically, the following falls in this category:
(i) for each telephone call or e-mail from a client of whatever nature where no legal advice requested or given;
(ii) for each follow up email or telephone call to obtain instruction from clients or third parties on a file;
(iii) Receipt of any updates or progress reports from other lawyers and third parties, which do not require perusal for correctness or confirmation of receipt.
(e) A fee will be charged at the 30-minute rate in the following cases:
(i) Any action that overruns the 15-minute limit;
(ii) For each telephone call or e-mail from a client of whatever nature where legal advice is requested or given;
(iii) Receipt of any updates or progress reports from other lawyers and third parties, which require perusal for correctness or confirmation of receipt;
(iv) Receipt or delivery of any documents which require perusal for correctness;
(f) A fee will be charged at the 1-hour rate for the following:
(i) Consultations of whatever nature, whether legal advice is given or not;
(ii) Drafting of any documents including, but not limited to, agreements, contracts, releases, etc.
10.6 The Responsible Lawyer is obligated in Law and bound by the Rules of the Law Society of British Columbia, to attend to all contact, whether by telephone or correspondence and reply thereto and report the contact and the content thereof to the client. In some cases, these contacts are unavoidable. Fees and expenses are levied at the normal rate and manner, notwithstanding the fact that the client may have ended the mandate on the particular matter or terminated our services.
10. 7 Clients are always responsible to pay for the services of law firms in other jurisdictions that we retain on your behalf and for the services of other consultants and third party service providers whose hiring you have approved. These accounts may be given to you for direct settlement or we will forward invoices to you for payment, where after we will pay the third parties.
10.8 In any case where we agree to submit invoices to, and receive payment from, some other entity (for example, a related company), you will remain responsible for paying all invoices if the other entity does not do so in a timely fashion.
11.1 Our accounts will include any out-of-pocket expenses we incur on your behalf, plus the applicable taxes.
11.2 Disbursements are always accompanied by a handling fee which represents costs necessarily associated with incurring such disbursement, i.e. product license fees, searches, printing, cross-referencing, review and confirmation of information.
11.3 Our typical disbursements and charges are for such matters as external database on-line charges, photocopies, courier charges, court filing fees, discovery and transcript fees, filing and search fees, and other expenses incurred on your behalf.
11.4 As physical copies of all electronic documents must be kept on file for at least the duration of the active life of the matter at hand, printouts are made of all electronic communications. All copies of whatever nature are charged at 30c a black and white copy and 50c a colour copy.
11.5 Your acceptance of our retainer agreement, alternatively your instruction to proceed on your behalf, will constitute our authority to incur on your behalf any disbursements which we consider necessary given the nature of the work. Major disbursements will not be incurred without discussing with you their necessity.
11.6 Disbursements are charged at the set rate per item, except if a fixed maximum amount was agreed to in advance in writing.
12. Payment of Accounts
12.1 We bill and expect to be paid in Canadian dollars.
12.2 All legal forms of payment are acceptable. Funds paid by unsecured cheques will be held for seven (7) days before the funds will be released.
12.3 We levy a $35 fee for NSF cheques.
12.4 In terms of Rule 3-51.1 of the Law Society Rules of BC we are not allowed to receive more than $7,500 in cash from any client. If you want to pay an account for more than this amount, we propose that you exchange the cash for a bank draft made out to the firm.
12.5 Ordinarily we issue monthly accounts that details the fees and disbursements for all services provided during the previous month. For project or transactional work, billing may occur more or less frequently.
12.6 Accounts are due and payable when received. Interest will be charged on overdue accounts at the rate of 3.0% per month (36.00% per annum) or, if lower, the annual rate of interest on the invoice.
12.7 We reserve the right not to provide further services and to withdraw from representing you in any or all matters in cases where our account is not up-to-date.
12.8 The Firm is authorized to set-off debt between multiple files and instructions.
12.9 Should it become necessary to take steps to collect fees and/or expenses from the client, the legal cost thereof will be charged at attorney and own client scale (100% of the real legal costs and disbursements expended by the lawyer).
12.10 Should you represent an incorporated company, legal- or other entity or any other form of limited liability association, you, as the representative, irrevocably bind yourself as guarantor, surety and co-principal debtor to the Firm for any outstanding debts.
12.11 The Firm has right of retention of all files and documents until such time as the full and final settlement of all your accounts.
12.13 Should we enter into a referral fee arrangement with another lawyer or law firm, the rate that you pay us will not increase as a result, but the fee due to the other lawyer or law firm is subject to the same terms and conditions as set out in this agreement.
12.13 In addition to professional fees we charge for: disbursements including printing, photocopying, scanning, faxes, long distance telephone charges, postage, certified copies, couriers, government fees, database access, agent’s fees, travel costs, and so on, as well as applicable taxes on our fees and disbursements.
13. Dispute of accounts
13.1 If you disagree that a fee charged reflects the fee agreed, before taking any measures, you agree first to discuss the matter with the responsible lawyer. Should the matter still be being dispute you have the right to escalate the matter to a more senior staff member.
13.2 If you wish to dispute an account, invoice, or any fee or disbursement reflected therein, do so within 60 days of the date reflected there on, where after it will be deemed as accepted as a true and correct version and will not be subject to dispute or review.
13.3 You are entitled to have our bills reviewed. Your right to have our bills reviewed expires twelve months after delivery or, if paid, three months after payment. We encourage you to discuss any questions regarding our bills promptly with the responsible lawyer so that we can address any concerns you may have.
14. Follow up procedures
14.1 All communications from clients are replied to within a reasonable time. Should you not receive a reply within 48 hours, contact the Responsible lawyer by phone or leave a message at our reception.
14.2 All active files are followed up at least every seven days.
14.3 Instruction from clients is followed up every 7 days for a maximum of 3 times. Thereafter it is followed up every 14 days until such time as instruction is received.
14.4 Clients are billed at the normal rate for any correspondence and follow ups.
14.5 Where you have decided to abandon a particular matter, you should advise us of that decision as soon as possible to minimize any such costs. When, in our opinion, you have abandoned a matter, we will give you notice to provide us with instruction to proceed, where after we are entitled to file a notice of withdrawal.
15.1 In general, our legal services will be subject to the Goods and Services Tax (GST) at the rate of five percent (5%) and Provincial Sales Tax (PST) at a rate of seven percent (7%) applying both to our fees and disbursements.
15.2 Our estimates, rates, fees, and disbursements do not include any applicable GST, PST or other applicable taxes and all such taxes are for your account. With respect to the application of GST/PST to disbursements, we will charge and collect GST/PST in accordance with Canada Revenue Agency CRA Policy Statement P-209R. A copy of the policy statement can be found at the CRA’s website at cra.gc.ca.
15.3 Unless you advise us to the contrary, we will assume that you wish us to act as your agent in respect of those disbursements, if any, which are exempt from GST/PST. Exempt disbursements would include fees paid to governments and courts for certain services and documents. It is only by acting as your agent in this regard that the exempt (non-taxable) status of the disbursement can be preserved when we seek reimbursement from you.
15.4 Since we are obliged to collect and remit the GST to the Federal Government, we would appreciate your prompt payment of the tax as shown on our invoices in addition to the amount of our fees and disbursements.
15.5 Taxes will be indicated as a separate line item on your account/invoice and added to reflect the total amount due.
In the course of acting for you, you may disclose to us (and we may collect, use and disclose) personal information that is subject to applicable privacy protection laws. We will collect, use or disclose that personal information for the purposes of providing our services to you, managing our relationship with you, administering our business and as permitted or required by law.
17. Communications and Instructions
17.1 If we receive late instructions, then we may not be able to implement them in time or at all. Providing late instructions often significantly increases costs. Please give us instructions as far in advance of the applicable deadlines as possible.
17.2 We generally indicate a date by when we should have instructions. If you do not provide instructions by the date requested then you assume all risk in relation to the outcome of the late instructions.
17.3 We routinely communicate by email and you hereby acknowledge and accept the risk that the confidentiality of the information contained in emails may be breached. In specific cases we may arrange to exchange encrypted email with you. You should not assume that we have received any email from you until we have confirmed receipt of that email.
17.4 If you choose to provide oral instructions to us, then you accept full responsibility for any misinterpretation or misunderstanding of such instructions. You must follow up any oral instructions with a timely written confirmation.
17.5 If we do not have both your timely instructions and the required Retainer, we reserve the right to take no action even if this would result in the irretrievable abandonment of a potentially valuable claim or document related damages.
17.6 You warrant that all information provided to us will be complete and accurate and that you have the right to provide such information to us. You authorize us to complete and sign in your name such documentation as we reasonably consider to be desirable or necessary to carry out your lawful instructions.
17.7 You will inform us promptly of any changes of address or other contact information and any changes in ownership of any intellectual property rights to which our services relate.
18. Electronic Communications
During the course of our engagement, we may exchange electronic versions of document and e-mails with you using commercially available software that is vulnerable to attack by viruses and other destructive electronic programs. As a result of our countermeasures undertaken in this regard, our system may occasionally reject a communication you send to us, or we may send you something that is rejected by your system. Accordingly, we cannot guarantee that all communication and documents will always be received, or that such communications and documents will always be virus free, and we make no warranty with respect to any electronic communications between us. In addition, we make no warranty with respect to the security of any electronic communications between us and you consent to our electronic communications, including confidential documents, being sent unencrypted.
19. Record retention and file ownership
19.1 The physical and electronic documents, notes, communications, etc. that make up our file or files related to legal services we have provided to you are our property regardless of termination of our retainer. We may provide you with draft documents for comment and will provide executed copies of key documents related to a specific transaction. We will retain the files in accordance with Law Society Rules for a period of at least six years, after which time we may destroy all or any portion of them.
19.2 It is not our practice to release such files and we may refuse to do so without explanation. If we agree to provide copies of all or any part of such files, we will not provide you or any other party or provider of legal services with a copy of such files until all outstanding accounts are paid and you have made arrangements acceptable to us for payment of the cost of removing solicitor notes and copying the files.
20. Tax advice
20.1 We are not tax practitioners and do not provide tax advice but we would be pleased to provide you with a referral to a tax lawyer or a tax accounting specialist. We will liaise with your accountant in an attempt to achieve your goal. Where you have been provided with tax advice by a third party, and we have prepared documents or a course of legal services based on that advice, you indemnify and save us harmless against any claim for any loss or tax payable including losses or taxes payable as a result of:
(a) following such advice;
(b) electing not to follow such advice;
(c) regulatory changes invalidating such advice;
(d) any finding by a competent authority that such advice was in error;
(d) failure to provide any fact or other information that would have had the effect of changing the advice we gave you.
20.2 Should any advice, legal or otherwise, be given that has an effect on the manner and way in which you pay tax, you are obligated to confirm that it has the desired effect on your tax situation.
21.1 You may terminate the engagement for any reason prior to the completion of the engagement by giving written notice to that effect. On such termination, all unpaid legal fees and disbursements will become due and payable.
21.2 Subject to our professional and ethical obligations, we may terminate our legal representation of you prior to the completion of an engagement for any reason, including as a result of conflicts of interest that arise or unpaid legal fees and disbursements.
21.3 Unless an engagement has been previously terminated, our representation and the engagement will cease upon notice thereof.
21.4 On receipt of full payment of our final account/invoice for services rendered, all documentation that you have provided to us and the work product completed for you will be available to you. Otherwise such documentation will be dealt with in accordance with our records retention policies and practices that may not be synchronized with yours. If you have any concerns about what we retain in our records or dispose of, you must alert us to your concern. Absent written agreement with you to the contrary, we are free to retain or destroy our records with respect to this engagement as we determine to be appropriate.
21.5 The fact that we may subsequently send you information on legal developments without charge or that we may include you in general mailings will not change the fact that an engagement has been terminated.
21.6 With regard to termination, you are once again referred to section 6.
22. Governing Law
22.1 Your engagement of us will be governed by the laws of British Columbia and the federal laws of Canada.
22.2 Any dispute between us will be dealt with exclusively in the courts of British Columbia.
22.3 The address that you have provided to us is your address for service.
We welcome and appreciate open and direct communication. We know it is essential for a successful relationship. If you have any questions about these Legal Services Service Terms and Conditions or our service, please contact the Responsible Lawyer or any member of your Legal Team.
24. Firm address and trust account details
24.1 Address: Centra Lawyers LLP, 102-20110 Lougheed Highway, Maple Ridge, BC V2X 2P7.
24.2 All payments to our firm are received in trust. Should you wish to do an electronic transfer, contact our Accounting Department at (604) 463-8890 to obtain the account details.
25.1 As part of the Firm accepting your instruction, we require that we be indemnified for any actions taken on your behalf or on your instruction. By entering into an attorney- client relationship with the Firm you are irrevocably agreeing to the following:
(a) You irrevocably indemnify the Firm, the responsible lawyer and the legal team representing you as well as any third parties appointed by the Firm, including, but not limited to other lawyers, barristers, other professionals and third party experts, in the instructed matter with regard to any actions taken herein on your behalf, or otherwise.
(b) You will not hold the Firm liable for any loss or damage to your files or documents, notwithstanding the reason therefore.
26. Duty to act in client’s best interest
26.1 Lawyers are obligated, in some instances by law, to take legal steps, reply to notices and writs, answer letters and telephone calls and to generally act in the interest of the client, notwithstanding the client’s instruction to the contrary and/or the clients wishes, expressed or otherwise, to the contrary. The Responsible lawyer will take these steps and generally act in the interest of the client until the firm’s mandate is specifically terminated in writing. Client will be liable for all fees, disbursements and costs until receipt of the aforementioned termination.
26.2 The firm will not accept instructions, give opinions, produce documents and act in any manner that may be detrimental to the client’s rights. In this regard no responsible lawyer will not “quickly scan” a documents, “give a quick opinion on experience”, do a “two pager agreement”, or comply with any comparable instruction. In these types of cases the responsible lawyer will, taking the clients request into consideration, act in the client’s best interest; and bill accordingly for the work done.
27. Data Storage
Client data is stored on our server and in some cases online or “in the cloud”. Although we will take all reasonable steps to protect the data and assess thereto by third parties, this cannot be guaranteed. You hereby confirm that the firm has made you aware hereof and consent to storage of your data in the aforementioned manner. You further indemnify the firm and waive the right to claim against the firm for any damages cause to you by third party access to such data.
28.1 Centra Lawyers LLP is a registered limited liability partnership (LLP) established under the laws of the province of British Columbia, Canada. A partner in a British Columbia LLP is not personally liable for any debt, obligation or liability of the LLP merely because that person is a partner in the LLP, and is not personally liable for an obligation under an agreement between the LLP and another person. The fact that a partnership is a British Columbia LLP does not relieve a partner of liability for the partner’s own negligent or wrongful act or omission, or for the negligent or wrongful act or omission of another partner or an employee of the partnership if the partner knew of the act or omission, and did not take the actions that a reasonable person would take to prevent it.
28.2 In this paragraph “we”, “our” and “us” include Centra Lawyers LLP its respective partners, officers, directors, shareholders and employees. To the extent permitted by law, our aggregate liability to you, including any attorney’s fees, in relation to any matter shall be limited to five times the fees that you have paid to us in relation to that matter. This limitation of liability applies to all claims under any theory of law or equity including, without limitation: any and all claims of contribution and/or indemnification related to any third party claims arising directly or indirectly out of any services provided by us; and, any and all losses, injury or damages to any legal entity or property of any kind. In no event shall we be liable under any theory of law or equity for any special, incidental or consequential damages.
28.3 When it is necessary, or desirable, to retain a third party to perform services for any client, we attempt to select competent third parties who are qualified to perform such services. These third parties are not part of our firm. We will not be liable for any losses, liabilities, costs or expenses arising out of any action, or any failure to act properly or at all, of any third parties, whether or not such action or inaction is negligent.
29. Intellectual Property
29.1 Centra claims and will exert its intellectual property rights, specifically copyright, to all correspondence and documents produced for you, on your instruction or not (“Centra Documents”).
29.2 Centra Documents may not be reproduced, copied, reused or supplied to any third party without Centra’s express written consent, which consent may be withheld.
29.2 Except if expressly agreed in writing, you may not re-use, reproduce, copy, supply to third parties, or allow anyone to use for their own or other purposes any Centra Documents.
29.3 Centra has the right to invoice and collect from you the fee it would have charged your and/or the third party for preparing such document.