Express Contract Review

Client Information

The fields below will be populated from your responses on the next screen. This page, together with the terms that follow, forms the complete contract between you and Onley Law Professional Corporation. Your electronic signature on the Acceptance section confirms your agreement to all terms.

Scope of Services

The specific scope of the Services to be provided under this Contract is as agreed between the parties in writing via email or as otherwise previously agreed in writing. For the Express Contract Review service, the agreed scope is: review of one legal document (commercial contract, terms of service, privacy policy, or similar, up to 25 pages), a one-page issues memo identifying the key legal issues and recommended changes in plain English, and a 20-minute walkthrough call with Robert D. Onley. This is a review-only service; editing, redlining, drafting, or revisions are not included in the flat fee and would be charged separately at the hourly rates set out below.

Engagement for Legal Services

Thank you for selecting Onley Law Professional Corporation ("Onley Law", "we", "our", "us") to serve as your legal counsel. The Client identified on the Client Information page ("you", "your", the "Client") and Onley Law agree to the terms set out in this Contract for Legal Services (this "Contract").

1. Description of Services

The scope of our engagement (the "Services") is as agreed between you and Onley Law in writing via email, or as otherwise previously agreed in writing. Our representation may be expanded, reduced, or amended at any time provided both parties agree to the change in writing. Where any ambiguity arises as to the scope of the Services, the most recent written communication between the parties shall govern.

2. Lawyers and Hourly Rates

Robert D. Onley is the senior lawyer responsible for all files. Trish Sawhney, associate lawyer, provides a wide range of legal services across all files to effectively manage costs for you. Where specialized subject matter expertise is required, we may, with your prior approval, engage third party professionals to assist, including other lawyers, paralegals, law clerks, and accountants.

Our firm's current standard hourly rates are:

Robert D. Onley: $500 per hour (plus HST)
Trish Sawhney: $300 per hour (plus HST)

3. Professional Fees

All fees are in Canadian dollars, exclusive of HST. Our fees are primarily based on the hourly time spent on your behalf, billed in 6 minute increments. We maintain detailed records of all time spent on your matters, which will be reflected in our invoices (see Section 6).

Unless otherwise agreed between the parties in writing via email, the hourly rates in Section 2 apply. Where the parties have agreed in writing to a different fee arrangement (including a discounted hourly rate, fixed fee, monthly retainer, or fractional counsel arrangement), that written arrangement governs the specific matter to which it applies. Any such arrangement does not modify the balance of this Contract.

Our hourly rates may be adjusted from time to time. We will provide reasonable advance notice of any such change. We reserve the right to adjust our rates in exceptional circumstances, including urgent matters, work performed outside of normal business hours, or other special demands placed on our services, provided that any such adjustment will be communicated to you in advance where practicable.

4. Retainer Deposit and Payment

The retainer deposit required to commence work on your behalf, if any, is as agreed between the parties in writing via email. Any retainer deposit is payable via Interac e-Transfer to robert@onleylaw.ca (auto deposit is enabled). Credit card payments are accepted but are subject to a 3% processing fee; e-Transfer is preferred.

Any retainer deposit will be held in our trust account and applied against your billable charges. We will draw down from the retainer to cover our invoices, copies of which will be sent to you in accordance with Section 6. If the retainer is exhausted, we will notify you, and you agree to pay all subsequent invoices by their stated due dates and to replenish the retainer on reasonable notice. Any unused balance will be returned to you on completion or termination of the Services.

If you have provided a credit card or other payment method to be kept on file, you authorize us to charge that method to replenish the retainer in reasonable amounts as needed to continue providing the Services, unless and until you advise us in writing to cancel such authorization.

5. Expenses and Disbursements

In addition to our fees, you are responsible for reimbursing us for expenses and disbursements incurred on your behalf. These include, without limitation, postage, courier services, photocopying, court and government filing fees, Law Society of Ontario levies, fees for legal research services, fees paid to agents handling investigations, searches and registrations, and our time spent communicating with such third party service providers on your behalf. Certain expenses and disbursements are subject to HST.

For services requiring agents, experts, or other third parties beyond routine filings and searches, we will notify you, seek your instructions, and you will generally be expected to pay the associated fees and expenses directly to the third party.

6. Invoices and Interest

Payment is due by the date indicated on each invoice. Invoices for ongoing matters will be prepared and sent monthly, or upon completion of a specific project, whichever occurs first. We reserve the right to charge interest on invoices not paid within 15 days of their due date at the rate of 1% per month (12% per annum) on the outstanding balance.

You may, at any time, request a formal assessment of any of our accounts by the Assessment Officer at the Superior Court of Justice, in accordance with the Solicitors Act (Ontario). This right is in addition to, and not in substitution for, any other remedies available to you.

7. Authorization for Payment by Saved Method

By signing this Contract, you authorize Onley Law to charge any credit card or other payment method saved on file with us for any invoices, retainers, or other charges related to the Services and any disbursements incurred under this Contract. Charges will be processed on or after the invoice due date unless other arrangements are made in writing.

You agree to maintain valid and current payment information with our office for the duration of our engagement. If a charge is declined or payment is otherwise unsuccessful, you remain responsible for the outstanding balance and any applicable interest as set out in Section 6.

You may revoke this authorization at any time by providing written notice to us; however, you remain responsible for the timely payment of all outstanding fees and disbursements. Any stored payment information is processed in accordance with applicable privacy laws and industry standards, including PCI DSS compliance where applicable.

8. Limitations on Our Advice

We are licensed to practice law in Ontario and under the federal laws of Canada, as applicable. Any legal opinion or legal advice we provide is confined to these laws. We are not licensed or qualified to practice in any other jurisdiction. For legal matters outside these jurisdictions, you will need to engage legal counsel qualified in those jurisdictions.

Unless expressly agreed in writing, our Services do not include tax advice, accounting advice, investment advice, or advice on the laws of any jurisdiction other than Ontario and Canada. We do not monitor limitation periods or other deadlines on matters outside the scope of the Services.

9. Termination of Services

You may terminate our engagement at any time on written notice. We may terminate our engagement for good cause on reasonable written notice sufficient for you to secure alternative representation. Good cause includes, without limitation: (a) your failure to honour the terms of this Contract, including the payment of fees and disbursements; (b) your failure to cooperate or to follow our advice on a material matter; (c) any circumstance in which our continued representation would be unlawful or contrary to our professional obligations; or (d) any other reason permitted under the Rules of Professional Conduct of the Law Society of Ontario. Termination by either party does not relieve you of the obligation to pay for all Services rendered and for fees and disbursements incurred up to and including the date of termination.

10. Communications and Electronic Storage

Clear communication is essential. We will keep you reasonably informed of the status of your matter and notify you of material developments. You agree to communicate with us in a timely manner and to provide us with complete and accurate information as reasonably required to provide the Services.

Unless you direct us otherwise in writing, we may use email, text messaging, cellular telephones, and other electronic communication in the course of our engagement. We may store some or all of your files on a variety of platforms, including third party cloud based servers located in Canada or abroad. Although we take reasonable precautions to ensure these systems are encrypted and secure, no electronic system is entirely secure, and there is a residual risk that confidential or privileged information may be disclosed. By signing this Contract, you consent to our use of these forms of communication and to such storage services.

11. Conflicts of Interest

If a potential conflict of interest involving you, Onley Law, or any third party arises, we will promptly notify you in writing. A conflict may arise, for example, where your interests directly oppose those of another entity represented by Onley Law or one that has a pre existing relationship with our firm. In such cases, you may be asked to provide written consent to our continued representation or to seek independent legal advice to fully understand the implications. If an actual conflict arises, or if our duties of representation and loyalty would be compromised, we may be required to withdraw as your counsel notwithstanding any consent provided.

12. Solicitor Client Privilege

Information we receive from you is generally subject to solicitor client privilege. However, we may be under an independent ethical or legal duty to disclose privileged information where: (a) disclosure is required to prevent imminent risk of death or serious bodily harm; or (b) we are required to disclose the information by law or court order.

13. Client Identification and Verification

As a licensee of the Law Society of Ontario, we are required to comply with the client identification and verification rules set out in By Law 7.1 made under the Law Society Act (Ontario), and with applicable anti money laundering and anti terrorist financing legislation. You agree to provide, on our request and in a timely manner, such government issued identification, supporting documentation, and other information as we determine is reasonably necessary to satisfy these requirements. We may decline to act, or may cease to act, where the required information is not provided or where we are otherwise required by law or our professional obligations to do so.

14. Corporate Client and Joint Representation

Where the Client is a corporation, partnership, or other entity, our client is the entity itself and not its individual directors, officers, shareholders, partners, members, or employees. Communications with individuals affiliated with the Client are made in their capacity as representatives of the Client, and the solicitor client relationship is with the entity.

Where we act for more than one client on the same matter, we will do so only in accordance with the joint retainer rules in the Rules of Professional Conduct. In a joint retainer, information shared by one client is generally not treated as confidential as against the other clients jointly represented. Each client may be advised to obtain independent legal advice before providing consent to the joint retainer. If a conflict subsequently arises between jointly represented clients that cannot be resolved, we may be required to withdraw from acting for any or all of them.

15. File Retention and Return of Property

On the completion or termination of the Services, we will return to you, on written request, the original documents in your file, subject to our right to retain copies at our expense. We will retain our closed files for a minimum of ten (10) years from the date of closing, after which the files may be destroyed in a confidential manner without further notice to you. If you wish to retrieve any materials from a closed file, please do so within that retention period. Nothing in this Section requires us to retain any file for longer than permitted by the Rules of Professional Conduct and applicable law.

16. Entire Agreement and Governing Law

This Contract, together with the Client Information page and any written engagement terms incorporated herein by reference, constitutes the entire agreement between the parties in respect of the subject matter hereof and supersedes all prior understandings, agreements, representations, and warranties, whether written or oral. This Contract is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties attorn to the exclusive jurisdiction of the courts of Ontario. You are encouraged to obtain independent legal advice before signing this Contract.

17. Electronic Execution

This Contract may be signed electronically and in counterparts. A signed copy of this Contract delivered by email or other electronic means, including through an electronic signature platform, is deemed to have the same legal effect as an original signed copy. Each signed counterpart, taken together, constitutes one and the same agreement.

Yours truly,

Onley Law Professional Corporation
Per: Robert D. Onley, J.D.
Founder & Managing Lawyer

Retainer Signed

Thank you. Your signed retainer has been received.

Onley Law will review your engagement and follow up by email with an invoice for your selected service. Review Only is $1,000 plus HST per document, and Review and Revise is $1,500 plus HST per document.

A copy of the signed retainer has been emailed to you.