Last Updated: October 28, 2021
Please review this Agreement (as defined below) carefully before working with a Lawyer (as defined below) over our Platform (as defined below). This Agreement will apply to all solicitor-client relationships formed over the Platform.
This Agreement is important for two reasons:
First, it establishes a solicitor-client relationship which activates the Lawyer’s professional obligations to you as their Client and protects both you and your Lawyer. It also means that any communications (including documents exchanged) between you and your Lawyer for the purposes of seeking or providing legal advice are subject to solicitor-client privilege. Solicitor-client privilege means that your Lawyer cannot disclose such confidential communications to anyone and that only you can waive such privilege. Solicitor-client privilege is, however, lost if you voluntarily disclose the information and communications exchanged with your Lawyer to a third party, including Goodlawyer.
Second, it outlines the rules that are relevant to you and your Lawyer in this engagement for legal services, and sets out the different obligations each party has to the other. In this Agreement, the scope of the retainer is limited to the Services (as defined below) that you and your Lawyer agree to complete through the Platform. This means that your Lawyer is only responsible for completing the Services and you are responsible for the rest of your legal affairs.
It is your responsibility to review this Agreement. If at any time you disagree with this Agreement, do not use the Platform. If you have any questions about this Agreement, please contact us.
Goodlawyer Disclaimer: Goodlawyer is not a law firm and does not engage in the practice of law or the performance of legal services directly. Goodlawyer provides the Platform to facilitate your ability to connect with our network of independent lawyers for the provision of Custom Jobs or Fixed-Fee Services. Goodlawyer does not guarantee or review the quality, suitability, sufficiency or outcome of any Custom Job or Fixed-Fee Service offered or completed through the Platform, including the Services. You are aware that any Custom Job or Fixed-Fee Service, including the Services, is subject to inherent risks and other factors beyond Goodlawyer’s control. You acknowledge that Goodlawyer has not provided any legal advice, whether in written or oral form, legal opinion or recommendation regarding your legal rights, remedies, defenses, options or legal strategies.
1. Client Acknowledgment Regarding Limited Scope Representation
By using the Platform to retain and engage a Lawyer to complete the Services, you acknowledge and confirm that:
you understand this Agreement and all other Goodlawyer Policies (as defined below) which are incorporated by reference herein;
you understand that the nature of the legal engagement pursuant to this Agreement is different from a general retainer agreement between a lawyer and a client, in that your Lawyer is responsible only to complete the Services;
the outcome of any legal matter, including the Services, is subject to inherent risks and other factors beyond your Lawyer’s control;
you have not received any guarantees or promises concerning the outcome of the Services;
you are responsible for all aspects of your legal affairs that are not specifically included or encompassed by the Services;
there are risks in addressing your legal affairs on a limited scope basis for which you accept full responsibility; and
you have had the opportunity to ask questions about this Agreement and the terms and conditions outlined herein.
“Aggregate Fee” has the meaning given to such term in clause 5 of this Agreement (Fees and Expenses);
“Agreement” means this limited scope retainer agreement entered into over the Platform to form a binding solicitor-client relationship between your Lawyer and you for the delivery of the Services;
“Application” means, collectively, the Website together with any applicable Goodlawyer mobile, tablet, or other smart-device applications and application program interfaces and all associated services;
“Client” means a User, being an individual or Organization, that creates a Client Account to request Legal Services. Where a User creates a Client Account to request Legal Services for him or herself, as an individual, then Client means that individual. Where a User creates a Client Account on behalf of and as an authorized representative or as an agent of an Organization, then the Client means that Organization. If the Client is an Organization, the legal representation created by this Agreement does not apply to any affiliates or constitutes of such Client, nor its shareholders, directors, officers, partners, members or employees;
“Code” means the code(s) of ethical or professional conduct applicable to the Lawyer in the jurisdiction in which the Client is located;
“Custom Quote” or “Custom Job” means a unique scope of legal work that is not otherwise available or appropriate for selection and delivery through the Platform as a Fixed-Fee Service, and which includes a corresponding price estimate for the completion of such customized legal or advisory services;
“Fixed-Fee Service” means the legal services listed on the Platform for which a fixed price is directly associated and which are available for a Client to engage a Lawyer to complete through the Platform;
“Goodlawyer” means Goodlawyer Inc., a body corporate incorporated under the federal laws of Canada, together with any affiliate or associate of Goodlawyer Inc. and any successor thereof;
“Goodlawyer Service Fee” means the applicable transaction-based service fee payable by the Client to Goodlawyer in consideration of the Client’s use of the Platform for the purchase the Services, as well as for the advanced search functionality and payment administration services facilitated by the Platform;
“Lawyer” means an individual licensed to practice law in a province or territory of Canada that is in good standing with the governing body of the legal profession to which they are subject and that you engage through the Platform to provide the Services;
“Legal Fee” means the fee payable by the Client to the Lawyer in consideration of the Lawyer’s completion and delivery of the Services, with payment of such Legal Fee being facilitated by the Platform;
“Organization” means any person other than a natural person, including a corporation, association (whether incorporated or unincorporated), society, partnership, limited partnership, trust, mutual fund, charity, or not-for-profit other than any governmental entity;
“Platform” means the Application, Website, and any associated services provided by Goodlawyer;
“Services” means the Fixed-Fee Services and/or any Custom Quote or Custom Job, as applicable, including any amendments or supplements thereto, requested by a Client and agreed to be delivered by a Lawyer over the Platform;
“User” refers to the individual that has visited the Website and/or Application and created an Account to purchase Services over the Platform; and
“Website” means the Goodlawyer website located at www.goodlawyer.ca and web-application, including any subdomains thereof, and any other websites through which Goodlawyer makes its services available.
3. Scope of Representation
The scope of this engagement is limited to the Services. It does not include any other transactions, arrangements, projects, actual or potential litigation or appeals that may arise out of this matter. Work in respect of the Services will be performed by your Lawyer. The Legal Fee for this matter (see Fees below) is based on the assumptions set out in either the Custom Quote or the Fixed-Fee Service to which the Services relate, and is subject to the application of the Goodlawyer Service Fee. Your Lawyer’s representation may be expanded if both you and your Lawyer separately agree in writing to do so.
4. Termination of Engagement
This Agreement, and the engagement created pursuant to it, shall conclude and terminate with the completion and delivery of the Services, after which, your Lawyer has no further obligation to advise you. As such, if there are any later legal developments that may impact your future rights and liabilities, including changes in the applicable laws or regulations, you will have to enter into a new legal engagement with respect to such developments.
Upon written notice to your Lawyer, you shall have the right at any time to terminate the Services and representation under this Agreement. Such termination, however, shall not relieve you of the obligation to pay an appropriate proportion of the Aggregate Fee, calculated on a quantum meruit basis, based on the amount of work performed up to the date on which you terminate the Services, plus all out-of-pocket expenses that your Lawyer paid on your behalf.
Your lawyer also has the right to terminate the representation for good cause, subject to an obligation to give you reasonable notice to arrange for alternative representation. Good cause to withdraw includes, but is not limited to: (a) your failure to honour the terms of this Agreement; (b) your failure to cooperate or follow your Lawyer’s advice on a material matter; (c) circumstances where your Lawyer’s continued representation would be unlawful or unethical; or (d) any other reason permitted by the applicable ethics rules. In the event that your lawyer terminates the engagement for good cause, you remain obligated to pay an appropriate proportion of the total fee, calculated on a quantum meruit basis, based on the amount of work performed up to the date on which this engagement is terminated. In the event that your Lawyer terminates the engagement, your Lawyer will inform the Client in writing, and will take such steps as are reasonably practicable to protect your interests in this matter. You agree to take all steps necessary to free your Lawyer of any obligation to perform further, including the execution of any documents necessary to complete their withdrawal.
5. Fees and Expenses
The aggregate fee for the Services (the “Aggregate Fee”) is the sum of the Legal Fee identified in your Custom Quote or associated with your Fixed-Fee Service, as applicable, the Goodlawyer Service Fee and applicable taxes, disbursements and government fees. It is expressly understood that the Aggregate Fee is based upon the scope of Services agreed to be completed pursuant to this Agreement. Any expansion of the scope of services shall be agreed to between the Lawyer and the Client in writing and shall result in an adjustment to the Aggregate Fee.
In the course of providing the Services to you, your Lawyer may incur expenses for services including delivery services, third party agent fees and government filing fees. The actual expenses incurred by your Lawyer on your behalf depend on the Services provided pursuant to this Agreement. You may be responsible for certain out-of-pocket expenses incurred by your Lawyer and related to third party agent fees and government filing fees. Expense items incurred on your behalf will be itemized separately on your billing statement.
Subject to your Lawyer’s professional discretion, your Lawyer will either:
bill you for a portion of the Aggregate Fee payable for the Services promptly following preparation of an invoice and completion of an initial draft of a representative portion of the Services, with the balance of the Aggregate Fee to be paid promptly following delivery of an invoice and the Services, in substantially completed form;
bill you for the entirety of the Aggregate Fee payable for the Services promptly following delivery of an invoice and the Services, in substantially completed form; or
bill you for the entirety of the Aggregate Fee payable for the Services promptly following preparation of an invoice for the Services and in advance of commencing work to complete and deliver the Services.
The Client hereby expressly authorizes Goodlawyer to execute the Lawyer’s billing instructions to immediately debit the Payment Method associated with the Client’s Account for payment of the Aggregate Fee associated with delivery of the Services.
In the event that you fail to complete payment of the Aggregate Fee, you agree that your Lawyer may at any time thereafter cease any further legal work in respect of the Services or any other legal services procured by you through the Platform and withdraw as counsel, on notice, subject to any required approvals and your Lawyer’s general ethical obligations.
7. Incorporation of Goodlawyer Policies
The Goodlawyer Policies are incorporated by reference into and form part of this Agreement. You and your Lawyer agree to be bound by this Agreement and the Goodlawyer Policies.
8. Client Cooperation
You agree to assist and cooperate fully with your Lawyer with respect to the provision of the Services. In connection with the Services, you will be available to discuss issues as they arise, comment on and approve draft documents your Lawyer prepares, and attend and participate in meetings, preparation sessions, court proceedings, and other activities, as applicable.
You also agree to be truthful and to fully and accurately disclose to your Lawyer all facts that may be relevant to the Services or that your Lawyer otherwise may request. You will timely provide any new information that you receive about the Services so that your Lawyer represent you effectively.
The Client understands and agrees that:
Lawyers will maintain solicitor-client privilege and preserve the confidentiality of any communications (including documents exchanged) between you and your Lawyer for the purposes of providing the Services, subject to applicable law and that Lawyer’s professional and ethical obligations under the Code;
the Lawyer’s duty of confidentiality includes, under applicable Codes, that the Lawyer cannot disclose having been consulted or retained by you about the Services without your consent, provided that such disclosure would not prejudice your interests or include any sensitive information or any details beyond a general description of Services, and
Lawyers owe a duty of confidentiality to all of their clients, and the Lawyer will not disclose to you information held in confidence for others (even where such information would be relevant to your representation) or disclose to others information held in confidence for you (even where such information may be relevant to the Lawyer’s representation of another person).
The Client further understands and agrees that in utilizing the Platform, Goodlawyer may receive non-public personal information about you, including from your Lawyer. All such information will be held in strict confidence and will not be disseminated to any person or entity outside Goodlawyer without your consent, unless such disclosure is required under the applicable law. Goodlawyer may store some or all of your files on a variety of platforms, including third-party cloud-based servers. Although Goodlawyer takes every precaution to make sure these servers are encrypted and secure, there still is a risk that your confidential or privileged information may be disclosed. You consent to Goodlawyer’s use of such storage services.
10. Consent & Conflicts of Interest
It is possible that lawyers offering their services through the Platform may now or in the future represent parties in matters in which their interests are adverse to your interests or those of your affiliates. You hereby agree that any lawyers that offer their services through the Platform may continue to represent or may in the future represent new or existing clients in any matter, even if the interests of such clients in those matters may be adverse to you (directly or indirectly).
If your Lawyer is engaged to represent new or existing clients in any matter substantially related to the Services, such matter shall be considered a “Conflicting Matter”, which requires your consent. If such a Conflicting Matter arises, you will consider in good faith consenting to the conflict and you are favourably inclined to provide such consent if your Lawyer: (i) provides you with full disclosure; (ii) reasonably believes that they are able to represent you and the other client without having a material adverse effect upon their representation of or loyalty to you; and (iii) the same informed consent is obtained from the other client. However, in the event that an actual conflict arises or your Lawyer’s duties of client representation and loyalty would be impaired by representing you and the other client, your Lawyer may withdraw as counsel despite your consent, which may result in increased expenses and delay.
You hereby agree, acknowledge and confirm that Goodlawyer has no obligation to notify you if any lawyer offering their services through the Platform, now or in the future, represents any person in any matter that is adverse to you (directly or indirectly), including a Conflicting Matter.
You should seek advice from independent legal counsel if you have any questions concerning the implications of providing the consent contemplated by this clause.
11. Capacity to Contract
The Client hereby represents and warrants: (i) if the Client is an individual, that you are of the minimum legal age capable of forming a binding contract in the jurisdiction in which you are resident, and (ii) if the Client is an Organization, that the individual that created the Client Account has all authority and capacity to contract on behalf of the Client.
If any term, provision, covenant, or condition of this Agreement is held invalid or unenforceable for any reason, the remainder of the provisions shall continue in full force and effect as if this Agreement had been executed with the invalid portion thereof eliminated.
13. Governing Law
This Agreement, and all questions relating to its validity, interpretation, performance, and enforcement, is governed by Alberta law without regard to its principles of conflicts of law.
In the event that a dispute arises in respect of the Services and Goodlawyer is named in such dispute, you agree that the courts of Alberta shall be the exclusive forums for litigation concerning this Agreement. You consent to personal jurisdiction in such courts as well as service of process by notice sent by regular mail to the address associated with your Account or by any means authorized by Alberta law.
14. Entire Agreement
This Agreement, together with the Goodlawyer Policies, constitutes the sole and entire agreement between Goodlawyer, you and your Lawyer with respect to the subject matter of this Agreement, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Services.
15. Effective Time
This Agreement comes into effect immediately upon the Client agreeing and accepting the terms of this Agreement to book and initiate the Services. By agreeing and accepting the terms of this Agreement to book and initiate the Services, you confirm that you have had an opportunity to consult with independent counsel regarding the terms of this Agreement.