Standard Terms of Engagement
Conflicts of Interest
Current Clients
While we maintain an active engagement with you, professional ethical rules prohibit us from: a. Representing another client in an unrelated matter that is directly adverse to your immediate legal interests without your informed consent; or b. Acting in an unrelated matter for a party that is directly adverse to your immediate legal interests without your informed consent.
Former Clients
Once our engagement with you has concluded, professional ethical rules allow us to represent another client in a matter directly adverse to your immediate legal interests, provided that: (i) The matter is not the same as or related to a matter in which we previously represented you; and (ii) We safeguard your confidential information, including implementing a confidentiality screen if necessary.
Identification of Conflicts of Interest
We will identify potential conflicts and confidentiality issues involving you by maintaining your name in our conflicts database. However, individuals or entities related to you that are not our clients will not be included in this database unless you provide their names and we agree to include them. You are responsible for notifying us of any individuals or entities related to you that may raise conflicts or confidentiality concerns. Without such notification, we cannot identify potential concerns regarding future engagements involving those parties.
Business and Issue Conflicts
We do not consider it a legal conflict of interest to: (i) Represent a business competitor, customer, or supplier of yours in a matter unrelated to you; or (ii) Assert legal positions or arguments on behalf of another client in an unrelated matter that may be inconsistent with your interests. Such parties are not typically entered into our conflicts database, and we do not track legal positions asserted on behalf of clients. You are responsible for notifying us of any concerns regarding these circumstances.
Conflict Waivers for Unforeseen or Non-Contentious Conflicts
In situations where: (i) We begin representing another client without knowledge of your involvement in the matter; or (ii) You are represented in a non-contentious matter by another law firm, and we are asked to act for a party with differing interests, we understand that you will generally provide a conflict waiver upon request unless special circumstances arise.
Confidentiality & Privilege
Protection of Confidential Information
We will preserve the confidentiality of information you disclose to us, subject to applicable laws and professional ethical obligations.
Non-Disclosure of Other Clients’ Confidential Information
We will not disclose confidential information held for other clients, even if it may be relevant to your engagement.
Maintaining Privilege Over Legal Advice
Our legal advice is typically protected by professional privilege, shielding it from compelled disclosure. To maintain this privilege, you must keep our advice confidential and limit its dissemination within your organization to those with a need to know.
Limitation on Use of Legal Advice
Our advice is provided solely for the purpose outlined in our engagement letter. It may not be relied upon for other purposes or by other parties without our prior written consent.
Communications
Use of Electronic Communications
We will primarily communicate with you via telephone, email, and videoconferencing using firm-approved, secure methods. Instant messaging tools such as SMS, WhatsApp, or Teams chat are not permitted for firm business. Videoconferences are not regularly recorded, and we will notify you if recording occurs. If you record a videocall, we may request that you stop for privacy or privilege reasons. AI-generated transcripts or summaries of calls will not be reviewed unless you request us to do so.
Information Security
Internet and Cloud Usage
We use secure cloud-based solutions to store and archive information. Robust security measures are in place to protect all information we hold and transmit.
Email Encryption
Email communications may be intercepted or compromised. We recommend establishing Enforced TLS with our firm to ensure encryption. Suspicious emails should be reported immediately using a trusted phone number.
Third-Party Service Providers
Information you provide may be shared with third-party service providers for professional services and administration. These providers are subject to due diligence and data security requirements. Your data may be stored or processed in Canada, the United Kingdom, or the United States in secure cloud environments.
Audit Reports and Certifications
Our systems undergo annual SOC 2 Type 2 audits. While client audits are not permitted, third-party testing is conducted regularly to maintain security. Additional information on testing activities and certifications is available upon request.
Privacy Policy
Personal information provided to us will be collected, used, or disclosed in accordance with applicable privacy laws and our Privacy Policy, available on our website.
Client Identification and Verification
We comply with mandatory client identification and verification rules to support anti-money laundering and anti-terrorist funding initiatives. You are responsible for providing accurate and updated information for verification purposes. Public database searches may be conducted as part of due diligence.
Beneficial Ownership
If subject to beneficial ownership legislation in Canada, you agree that the corporation and its shareholders will fulfill filing or disclosure requirements unless otherwise agreed in writing.
Estimates
Fee estimates provided are approximate and not binding unless explicitly agreed upon in writing.
Disbursements and Other Charges
Costs incurred during legal services, including third-party charges, will be billed in addition to legal fees unless otherwise agreed. Significant third-party charges are expected to be paid directly by you.
Accounts
Accounts are issued monthly or at appropriate intervals and are payable upon receipt. We will never notify you of changes to payment information via email. Suspicious payment requests should be reported immediately.
Taxes
Legal fees are subject to applicable taxes unless exemptions apply. You must notify us if you qualify for GST/HST exemptions.
Payment of Fees and Fund Transfers
Payments must be made via wire transfer. Fund transfer instructions will not be revised via email. Suspicious requests should be reported immediately.
Consultants and Experts
Consultants, other law firms, or experts will not be retained without your prior approval. You are responsible for their charges.
No Guarantee
We will represent your interests to the best of our ability but cannot guarantee specific outcomes. Legal opinions reflect our judgment based on the law and facts available at the time.
Reporting
We will keep you informed of progress and expect you to provide timely updates and relevant information.
Ownership of Work Product
We retain the right to use know-how and precedents developed during your engagement for other matters, subject to confidentiality obligations.
Staffing
We will allocate resources to provide efficient and appropriate expertise based on your needs.
Diversity
We are committed to diversity and inclusion in our practice, community involvement, and the retention and promotion of our staff.
Termination
Termination by Written Notice
Engagements may be terminated by written notice from either party. Upon termination, unpaid fees and disbursements become due. We will assist with transitioning matters subject to payment of fees.
Termination on Completion
Engagements conclude upon completion of work and issuance of the final account. We are not obligated to update advice after termination.
Retention and Destruction of Files
File Maintenance
We maintain electronic files during engagements. Original documents will be returned to you after scanning or destroyed according to your instructions.
Retention and Destruction
File materials are retained for 15 years following termination unless otherwise agreed. You are responsible for addressing concerns regarding retention or destruction.
Other Matters
Location of Provision of Legal Services. CTl Law has offices in Toronto and Montreal. Our professionals will respond to your inquiries from our offices and from remote locations to deliver the level of service and responsiveness that you expect.
Performance Measures and Reporting. CTL Law aim to always provide best-in-class service and always strive to earn and build the trust of our clients. We encourage you to reach out to CTL Law staff regarding performance related issues.
Incident Response. We maintain and regularly test a comprehensive incident response policy for the management of information security incidents, which includes requirements to provide notice and updates to clients in the event a security incident poses a real risk of significant harm to them. The policy is designed to minimize the impact of any incident by enabling us to respond effectively and quickly. It prioritizes the protection of confidential information while ensuring that best possible levels of service are maintained. We will provide additional information regarding our incident management policies upon request.
Notification of Significant Events. During the scope of our engagement, CTL Law will provide prompt notice of circumstances which could create a material disruption in our ability to provide services to you or result in a significant impact on your customers or your reputation (including material non-compliance with regulatory requirements impacting your engagement). Note that due to our partnership structure, changes to our organization’s ownership are a regular occurrence.
Business Continuity and Disaster Recovery. We maintain and test industry standard policies and processes to facilitate our ability to provide legal services notwithstanding the occurrence of disruptive circumstances. We will provide additional information regarding those processes and policies upon request.
Insurance. We maintain appropriate insurance consistent with industry standards.
Additional Information. If you have any questions related to these standard terms or our business practices, please reach out to your CTL Law relationship manager or send us an email at info@ctllaw.com