Client Service Terms and Conditions
Thank you for considering McKenzie Lake Lawyers LLP (“McKenzie Lake”) as your legal services provider. These standard terms and conditions are applicable to all professional services provided by McKenzie Lake, subject to any separate retainer agreements or confirmations of engagement (collectively, “Engagement Letters”), which shall prevail over these standard terms and conditions in the event of any discrepancy.
Your Service Team
A McKenzie Lake lawyer will be assigned to take primary responsibility for seeing that your legal needs are met and for supervising all legal work undertaken on your behalf. The responsible lawyer will also determine the appropriate members of the support team to work on your matter. Our lawyers and other legal professionals will be assigned to assist with each matter on the basis of their experience and expertise, the nature and scope of the issues and the time constraints imposed by the situation.
When we consider it appropriate or necessary in view of the needs of the client, McKenzie Lake may replace or modify the number of lawyers or personnel assigned to a specific legal matter. In addition, certain specialized areas of law, such as tax law and estate planning, are constantly evolving and often involve sub-specialty areas in which McKenzie Lake lawyers have developed in-depth expertise. As a result, the individuals engaged in handling your matter may find it useful to consult with other professionals within the firm regarding particular legal issues. We have found that drawing upon the expertise of colleagues, when appropriate, enables us to provide a higher quality of advice at a lower cost to you than strictly limiting the number of individuals involved in a particular matter.
In Ontario, McKenzie Lake has offices in London and Guelph. In British Columbia, McKenzie Lake maintains an office in Victoria. Our offices share information, expertise and database systems to enhance client service. From time to time, legal professionals located in offices other than the office primarily working with you may be assigned to assist. When we refer to “McKenzie Lake” we are referring to the partnership that operates these offices, and when we refer to a “McKenzie Lake lawyer”, we are referring to lawyers in any of these offices.
Scope of Services
Our role is to provide legal advice and related legal services to you. Although we strive to be mindful of your financial and business objectives, we are not financial or business advisors and, therefore, you must rely on your own judgment and resources, such as other outside advisors as you may consider appropriate, in connection with financial, technical and business matters. In particular, we will not advise you in respect of the tax aspects of a matter unless it is specifically agreed that tax services will be included in the engagement.
Professional Fees
Our professional fees are based on our reasonable assessment of the value of our services to you. To assist us in determining that value, we assign hourly billing rates to our professionals and record the time spent and services rendered by them on your matter. These hourly rates vary and reflect the expertise and experience of our personnel. We periodically review and adjust our rates and we will advise you of any changes affecting your matter. In some circumstances we may charge fixed fees and, when we do so, those fees will be discussed with you in advance. At your request, the partner responsible for your matter will provide you with more specific details on our rates.
Although time expended is a significant factor in determining our fees, there may be additional factors taken into account when determining fees, such as:
- the relative complexity of your matter;
- the degree of skill and experience of those assigned to your matter;
- the monetary value at issue;
- particularly favourable results obtained;
- urgency or other time limitations imposed by you, or by the circumstances of the matter; and
- whether working on the matter will preclude or limit us from rendering services to other clients.
We will discuss and agree with you any such adjustment to our fees to reflect those special circumstances.
Please note that our fees are not contingent on the success or failure of a transaction or case to be completed unless we have specifically agreed to an alternative fee arrangement with you in an Engagement Letter that provides for such an adjustment. Professional fees are subject to Harmonized Sales Tax (“HST”).
Disbursements and Other Charges
Our professional fees do not include costs and expenses that we incur in the course of providing legal services to you. All such costs and expenses are chargeable to, or reimbursable by, you and are in addition to our professional fees.
These additional charges generally fall into two categories: (1) external disbursements that McKenzie Lake pays on your behalf to outside suppliers of goods or services necessary or incidental to your matter (e.g., external database usage charges, licensing fees for specialized legal technologies, filing fees paid to government agencies, title insurance premiums, land transfer taxes, witness and expert fees, title search services, courier services, etc.); and (2) internal overhead expenses that McKenzie Lake incurs in the course of handling your matter (e.g., printing, photocopying, teleconferencing and long-distance charges, mileage, bank charges, postage, courier services, client service support personnel, information technology infrastructure, general software licensing fees, etc.).
External disbursement charges will be billed to you in the same amount as they were billed to us. Where the amounts charged for these services are significant, such as land transfer taxes or title insurance premiums, we may arrange for you to pay these amounts directly in advance, or forward the invoices from these outside suppliers directly to you, in which case, you will be responsible to pay the invoices, in accordance with their terms, directly to the outside supplier.
For reimbursable internal costs, we do not track or invoice clients for every kilometer, printed page, photocopy, scan, stamp, or teleconference charge incurred on every matter. Instead, those amounts are billed based on our reasonable estimation of the actual direct costs of providing our legal services on any given matter. Accordingly, an amount equal to 5% of our invoiced fees or, in some cases, a pre-determined fixed amount, will be added to our invoices on account of these internal costs. Internal overhead charges are subject to HST.
Sometimes it may be necessary for us to engage outside experts and service providers, such as accountants, appraisers, or investigators to assist in our services to you. It may also be necessary for us to engage lawyers on your behalf to provide advice or services relating to the laws of other jurisdictions. We will consult with you before retaining any outside experts or service providers. Fees and disbursements for outside experts and agents in other jurisdictions are not included in our legal fees. Any third-party fees and disbursements may be billed to you directly, or we may forward their invoices to you for payment in accordance with their terms, directly to the applicable third-parties.
Billing and Payment
Generally our accounts are issued monthly as matters progress for all services rendered during the previous month. For certain projects or transactional work, billing may occur more or less frequently. The appropriate amount of HST will be computed and shown separately on our invoices, together with our firm’s HST registration number, so you will have the information required to claim any available input tax credit.
We may ask for an advance against fees and disbursements which we will hold in trust and for which we will fully account. The amount of any advance requested depends on a number of factors which we will discuss with you.
All of our accounts plus applicable taxes are due and payable on receipt. If an account is not paid within 30 days, we may charge interest at an annual rate in accordance with the rules that govern the professional conduct of lawyers, from the date the account is issued until the date paid. In the event of a failure to pay an invoice, McKenzie Lake, upon giving written notice to you and pursuant to the professional and ethical obligations established by our profession’s governing body, The Law Society of Ontario, may suspend any or all services being provided to you at such time. For as long as such situation of non-payment is maintained, and subject to compliance with the professional regulations and code of conduct governing our activities, McKenzie Lake may exercise the right to retain any documentation prepared by, or with the participation of, McKenzie Lake that may be in our possession at such time.
Client Identification and Verification
McKenzie Lake has a professional obligation to independently confirm the identity of its clients and, in some cases, take additional steps to verify the identity of the client and sources of funds being deposited into our firm trust account. Should it be necessary for McKenzie Lake to verify your identity, you agree to provide the information requested for that purpose.
Unless we have specifically agreed otherwise in an Engagement Letter, in acting for you we are not acting for or taking on any responsibilities, obligations or duties to any of your related persons or entities, and no lawyer-client or other fiduciary relationship exists between McKenzie Lake and any such related persons or entities.
When we are engaged to act on behalf of an organization, we will accept instructions from anyone within the organization who has apparent authority in connection with the matter at hand, unless we are instructed otherwise. By acting for an organization, our obligations are to that organization itself, rather than the individual shareholders, directors, officers, employees or other agents of the organization, unless we have expressly agreed otherwise, even though those individuals may provide us with instructions or we may provide advice to them on behalf of the organization.
In accordance with the professional and ethical obligations established by our profession’s governing body, The Law Society of Ontario, if we have any evidence of wrong-doing by or on behalf of the organization, or any shareholder, director, officer, employee or agent of the organization, we may be obligated to report the wrong-doing to appropriate senior officers or directors of the organization.
Confidentiality
During the course of our engagement, we will at all times preserve the confidentiality of any confidential information you disclose to us, subject only to applicable law and our professional and ethical obligations established by our profession’s governing body, The Law Society of Ontario. Because we owe this duty to all of our clients, we will not disclose to you information we hold in confidence for others (even where such confidential information would be relevant to our representation of you) or disclose to others information we hold in confidence for you (even where such confidential information may be relevant to our representation of those others).
You consent and agree to McKenzie Lake’s collection, use and disclosure of your personal information in relation to the work that you have retained us to do for you and in order to protect your interests. As the nature and scope of the work which you have retained us to do may change from time to time, you hereby acknowledge and agree that the purposes for which the information is collected, used and disclosed may change from time to time. You hereby agree that there is no need to obtain your consent with each such change. You also authorize us to disclose your personal information to our agents, other professional advisors we are dealing with on your behalf, any necessary governmental authorities and where necessary or authorized by you, counsel for an opposing party.
Electronic Communications
We will communicate with you and provide documents to you through various forms of electronic communications, including email through the public Internet. You may also correspond or provide documents to us through electronic means. Those electronic communications may contain information or documents that are confidential or privileged, unless you instruct us not to send such information or documents electronically.
There is a risk that any such electronic communications may be intercepted or interfered with by third parties or may contain computer viruses. In addition, we employ filtering techniques (e.g., anti-spam software) which might interfere with the timely delivery of electronic communications you send to us. Neither of us will be responsible to the other, or have any liability for any actions of any third parties, with respect to electronic communications either of us might send the other, or for any delay or non- delivery, or other damage caused in connection with an electronic communication.
If you would prefer that any correspondence or documents sent to you be transmitted with a greater degree of certainty or protection (e.g., encryption), please let us know. In addition, if you have any concerns or doubts about the authenticity or timing of any electronic communication purportedly sent by us, please contact us immediately.
Legal Technologies, Applications and Tools
The efficient delivery of our legal services requires that we utilize various forms of specialized technology, including matter management tools, electronic signature applications and cloud-based platforms to manage corporate records and minute books, data rooms, e-discovery and other litigation support, legal research and various transaction closing tools. We would be pleased to discuss with you any proposed use of any cloud-based legal technologies, applications and tools in connection with your matter and will address any security, confidentiality, geography or other concerns you may have before doing so. While we assess and monitor the security of our cloud-based third party service providers, we make no representation or warranty with respect to the security of their systems.
Managing Conflicts of Interest
We have clients who rely upon us for general representation and clients to whom we provide representation regarding discrete matters. It is possible that an adverse relationship may exist or may develop in the future between you and another of our clients. In retaining us as your legal counsel, you consent and agree that we may represent other clients (some of whom may be engaged in business activities competitive to yours) on matters that may be considered adverse to you or your interests, so long as we have not been engaged by you on the specific matter for which the other client seeks representation. Furthermore, you agree that you will not assert that our representation of you constitutes a basis for disqualifying us from representing another client in any such matter.
However, be assured that we have comprehensive policies and procedures in place for the creation and maintenance of “confidentiality walls”, when required, between McKenzie Lake lawyers representing clients whose matters may be adverse in interest. In common with our treatment of the confidential information of all of our clients, at no time will any of your confidential information be disclosed to or used for the benefit of any other client without your express written consent and similarly you agree that we will not disclose to you any confidential information that we may have relating to any other client, whether or not relevant to your business or the matter on which you have engaged us, without the express written consent of the other client.
Certain of our administrative support personnel may provide services to two or more clients in respect of matters that may be on opposites sides of a confidentiality wall. This is allowed only when they are providing services that do not involve access to confidential information of any of those clients or matters.
When the scope of our engagement requires that we represent more than one person involved in the same matter, each of you hereby confirm that your respective interests appear to be aligned and you have jointly requested that we act for each of you simultaneously in this matter. You acknowledge and agree that we must follow principles of undivided loyalty such that no information received from any one of you as part of a joint representation can be treated as confidential as between all of you. If we should receive information from one of you that we are instructed to keep confidential we may be required to stop acting for one or all of you. You may wish to obtain independent legal advice as to the implications of your agreement to these terms and McKenzie Lake encourages you to do so.
Trust Funds
All deposits to our firm’s accounts must be completed in strict compliance with the deposit instructions provided by McKenzie Lake. Unless we have specifically agreed otherwise, funds received in trust from you will not earn interest. Money received on your behalf which is to be paid out as part of a transaction must be in the form of a certified cheque, bank draft, or wire transfer. If it is paid by uncertified cheque, electronic funds transfer, or email transfer, we must have sufficient time to ensure that the funds cleared before payment can be distributed from any trust account.
Termination
You may terminate your engagement of us for any reason by giving us written notice to that effect. On such termination, all unpaid legal fees and disbursements become immediately due and payable, whether or not an account for them has yet been issued. We may stop performing legal services and terminate our legal representation of you for any reason in accordance with the rules that govern the professional conduct of lawyers, including for unanticipated conflicts of interest or unpaid legal fees and disbursements.
Unless our engagement has been previously terminated, our representation of you will cease upon the issuance by us of our final account for services to you. If, upon termination or completion of a matter, you wish to have any documentation returned to you, please advise us. Otherwise, any documentation that you have provided to us and the work product completed for you will be dealt with in accordance with our records retention policy from time to time, which will comply with all applicable professional requirements. For various reasons, including the minimization of unnecessary storage expenses, we reserve the right to destroy or dispose of this documentation from time to time in accordance with our records retention practices. We would be pleased to advise you of the relevant aspects of our records retention practices at any time at your request.
After completing any particular matter, changes may occur in the applicable laws or regulations or their interpretation, or new factual circumstances could arise, that could affect your current or future rights, obligations and liabilities. We have no continuing obligation to advise you with respect to future legal or factual developments, unless we are specifically engaged to do so after the completion of the matter at hand.
Limited Liability Partnership
McKenzie Lake is a limited liability partnership (“LLP”) formed under the laws of the Province of Ontario and includes professional corporations. A partner in a LLP is not personally liable for any debts, obligations or liabilities of the LLP, including those that arise from any negligent act or omission by another partner or by any person under that other partner’s direct supervision or control. Partners of a LLP are personally liable only for their own actions and omissions, and for the actions and omissions of those they directly supervise or control.
Entire Agreement
These standard terms and conditions replace and render null and void any prior agreement between you and McKenzie Lake. Unless otherwise provided in an Engagement Letter, these terms and conditions represent the entire agreement reached between you and McKenzie Lake in relation to the professional services engaged, as may be supplemented by one or more Engagement Letters from time to time which, among other elements, may include the specific services to be provided, the team responsible for rendering those services, and the quantification of the relevant fees and disbursement charges.
For More Information
The foregoing will be the agreed terms of service between us as we continue to work together unless, as mentioned above, they become subject to any other terms that may be agreed upon in an Engagement Letter.
McKenzie Lake may amend these client service terms from time to time to reflect current market practice. A current version of these client service terms will be posted on mckenzielake.com at all times.
If you have any questions regarding our work on your behalf or the terms of our engagement, please feel free, at any time, to contact the lawyer most responsible for our relationship with you.
Updated May 2023
