Last Updated: January 1, 2025

These terms of legal service (“Agreement”) govern your access to our legal services. We have done our best to write this Agreement in plain, understandable language, however, this Agreement is a legally binding contract and may materially affect your rights in our relationship with you. It is important that you read and understand this Agreement.

We start by telling you a bit about us, and our approach to legal practice. Then, we propose a structure to our relationship as client and legal provider. Finally, we set out how we interpret this Agreement and the terms used in it.

1. acceptance

Notwithstanding any rule of law or equity to the contrary, by clicking ‘I represent, warrant, and agree’ when submitting an client intake form as adopted by macushlaw from time to time, accepting the terms of this Agreement by email or orally over the phone, affixing your signature to this Agreement, or otherwise indicating your acceptance of this Agreement, including the use of our services after being given notice of this Agreement and a reasonable opportunity to review this Agreement, you are bound by the terms of this Agreement. You will be deemed to have accepted the terms of this Agreement if you direct us to provide you legal services after receipt of or being provided access to this Agreement.

If you direct us to act on behalf of any of your affiliates, expressly or impliedly, you represent and warrant to us that you have the authority to bind such affiliate to these terms with respect to the matters you direct us to undertake for such person. If part of our initial scope of work involves incorporating or forming an entity, such entity will be deemed to agree to be bound by this Agreement upon formation.

2. who we are

Impact, values and process drive us at macushlaw. You can learn more about macushlaw and our values at www.macushlaw.ca.

3. our work

(a) Services.  You have retained us to potentially provide you with legal services in respect of one or more legal matters. You may request that we provide you legal services, which requests we may review, and in our sole, absolute and exclusive discretion may either expressly or impliedly agree to provide such legal services to you from time to time (“Services”) in exchange for the fees we charge in accordance with this Agreement.

(b) Providing Instructions. You can request us to provide you Services, and provide us instructions relating to those Services, in person, by email. by video conference, or over the phone. We will happily discuss the scope of Services with you, however all final decisions respecting the scope of Services are yours, and yours alone. We will typically confirm our discussions with you in writing, and, if you provide us with instructions in person or by phone or video call, you are deemed to have instructed us to summarize our discussions and your instructions in writing, and we may bill for this Service.

(c) Reasonable Inference of Instructions. Although you are ultimately responsible for deciding what Services you request us to provide, and what instructions you provide to us in respect of those Services, we are entitled to reasonably infer your instructions from correspondence, especially when the Services are delivered subject to time constraints, and we reserve the right to determine the best way to provide the Services and to include any qualified macushlaw team member to provide the Services. If a Service is reasonably necessary or advisable in order to protect, preserve, promote or further your rights, and we are unable in a timely manner to obtain your instructions to proceed with such Service, we may proceed with such Service as we deem necessary or advisable in the circumstances and you will be deemed to have given us instructions in such circumstances.

4. client and nature of retainer

(a) Whom the Client Is. We represent you and only you on the legal matters you ask us to help with and which matters we accept and agree to provide legal services to you in relation to, which means we don’t act for your spouse, children, company, directors, officers, shareholders, employees or any other person unless they are also our client.

(b) No Unlimited Retainer. macushlaw has adopted this Agreement and its online intake system in order to streamline client intake, which can lower the administrative cost of providing legal services. This assists the firm in further its public interest aim of making our legal services more accessible and affordable. While this Agreement is legal binding, formation of this Agreement does not constitute formation of an unlimited retainer or a limited scope retainer. This Agreement is, in nature, comparable to a master services agreement under which you may request, and we may agree, to provide certain discrete unlimited or limited scope Services.

(c) Acceptance of Retainers. Notwithstanding your acceptance of this Agreement and/or your attendance at a consultation with one of our staff members, until we expressly agree to provide Services, or impliedly agree to provide any Services by providing Services that you have requested, a solicitor-client relationship will not be formed as between us in respect of any matter. For greater certainty, while we will treat all information you provide to us as confidential irrespective of whether we accept any request to provide you Services, refusal to accept any request to provide you Services will not constitute withdrawal from representation respecting any particular legal matter.

5. instructions and client obligations

(a) Instructing Individual.  We will take instructions from the instructing individual, or any other individual you expressly or impliedly permit us to receive instructions from. We are obligated to confirm who may provide us instructions in writing and to verify that person’s identify in accordance with the Rules.

(b) Client Obligations.  In order for us to provide you with timely, professional, and ethical services, you will:

(i) not provide us any confidential or privileged information in respect of any legal matter until we have reviewed a request for provision of Services and confirmed that we do not have a conflict and are competent to take on the relevant matter;

(ii) respond to our emails and calls in a timely manner;

(iii) provide all information and documentation we request in a timely manner and answer our questions and disclosure requests fully, completely, and honestly. You acknowledge that withholding documents or information from us may materially and adversely impact your matter and our ability to perform the Services;

(iv) provide us with instructions in a timely manner when we reasonably request. What instructions you provide us, provided they are lawful, are solely within your discretion. However, we reserve the right to terminate our relationship with you if you ask us to do something that in our sole discretion is morally reprehensible, unethical, materially prejudicial to your interests and contrary to our advice to you, or is illegal;

(v) dedicate the necessary time and energy to understand the legal issues we discuss with you and make informed decisions respecting your legal matter;

(vi) communicate with macushlaw’s staff and contractors in a calm and respectful manner;

(vii) not harass, insult, abuse, or otherwise interact with our staff or contractors in a manner, whether verbally or in writing, that may reasonably be considered to adversely and materially impact their psychological safety or general wellbeing;

(viii) work collaboratively and in good faith with our staff and contractors to reach reasonable and fair resolution of any dispute or issue with macushlaw.

(c) Respectful Communications. We do not tolerate harassment, insult, abuse or other conduct which may reasonably be considered to adversely impact the psychological safety or general wellbeing of our staff or contractors. While we are committed to hearing and understanding your perspective, and to receiving feedback respecting our Services, you will communicate same to our team in a respectful and professional manner. We may immediately terminate our retainer with you upon your engaging in any such conduct as we determine in our sole discretion, provided such termination does not breach our obligations to you pursuant to any professional rules applicable to us. You will abide by our respectful relationship policy as adopted by the firm from time to time.

(d) Waiver of Privilege and Confidentiality.  If you disclose publicly any information about our relationship, communications, or any other privileged or confidential details or information respecting your legal matter, including by posting an adverse review of our firm or the services we provided to you, you are deemed to have waived privilege and confidentiality respecting our legal matter and we may defend any such allegations publicly including by disclosing any privileged or confidential information relevant to such defense, whether in a formal judicial or administrative process or otherwise.

6. conflicts of interest

(a) Conflicts of Interest. As your legal team member, we are required to act in your best interest, and your best interest alone. Subject to section 7 of this Agreement, while we are your legal team member, we will not act for another client in a matter that creates a conflict of interest unless:

(i) you give us permission;

(ii) the matter is substantially unrelated to what we are helping you with; and

(iii) we do not have confidential information belonging to you that might reasonably affect our representation of another client, or vice versa.

(b) Business Conflicts. By entering into this engagement with us, you acknowledge that we do not have a conflicting interest just because we represent a person that is your business competitor, an adverse party in an unrelated matter, or that takes public, political, social, legal or other positions with which you disagree.

(c) Conflicts After Retainer. When you are no longer our client, we may represent another client in any matter that is adverse to your interests provided that:

(i) the other matter is not directly related to the matter in which we previously represented you; and

(ii) we protect your relevant confidential information.

(d) Conflict Rules Subject to Change. The terms of this section 6 are based on current laws which are subject to change. We are not required to give you notice of those changes.

7. joint retainers

We may agree to act in certain matters for more than one client. If you have accepted this Agreement and there will be more than one client for your matter, you understand, acknowledge and agree that the following will apply:

(a) Deemed Notice. We are required prior to representing you jointly, if applicable, to raise certain issues with you and obtain your consent regarding the course to follow if a conflict arises. If we agree to act for multiple clients respecting the same matter(s), this Agreement will be deemed notice to you of the terms of our joint representation and the terms applicable thereto.

(b) Joint Representation Only When No Dispute. We can only represent multiple parties respecting the same legal matter if there is no dispute between the parties, such parties’ interests are not in conflict, and typically only where the parties expressly consent. If you request that we represent two or more parties jointly respecting the same matter, either through correspondence or by submitting a joint representation intake form, you each jointly and severally represent and warrant to us that there is no dispute between such parties and you expressly consent to the joint representation.

(c) Joint Retainer Specific Terms. The following applies to any joint representation unless we deliver additional or alternate joint retainer terms to you in accordance with section 7(d):

(i) We owe each of you a duty of undivided loyalty. This means that we must act in each of your best interests at all times and must not favour the interests of one of you over the interests of another or allow anything to interfere with our loyalty to each of you or our judgement on your behalf. If we are unable to fulfill this duty of undivided loyalty to each of you, we will have to withdraw.

(ii) No information we receive from one of you or from any other source with respect to this matter can be treated as confidential from any of you. This means that, as long as the joint retainer continues, we must disclose relevant information to each of you. However, should we receive information from any source that makes it clear we are in a conflict by acting for you jointly, or if a contentious issue arises between you, we must cease acting for each of you in the matter unless the conflict or contentious issue, as applicable, is resolved. In the event the conflict or contentious issue, as applicable, is not resolved, however, we would not be permitted to disclose the confidential information to you.

(iii) If we currently act for one of you in a matter separate from a matter you previously retained us for (“Prior Matter”), and we receive confidential information from that separate matter that is relevant to the Prior Matter we will have to withdraw from the Prior Matter unless we receive the consent of the client in the separate matter to disclose that information.

(iv) If a conflict or contentious issue arises that falls short of a legal dispute between you, you have the option to settle the conflict or contentious issue by direct negotiation with one another, or if you both agree that you wish us to assist you in attempting to resolve an issue we may decide to do so, as long as the issue in our view falls short of an actual conflict or contentious issue between you. If a conflict or contentious issue is resolved by direct negotiation between you, or if an issue short of an actual conflict or contentious issue is resolved with or without our assistance, then we may then continue to represent both of you.

(v) If a conflict or contentious issue arises between you that is not resolved, then we will cease to represent all of you and we will refer you to other lawyers.

(vi) If you are proceeding with joint representation, we recommend to you that you seek independent legal advice before proceeding with obtaining the Services from us.

(d) Additional Terms Applicable to Joint Retainers. In certain circumstances we may deliver to you additional terms applicable to your joint representation which may amend or replace certain terms herein including without limitation sections 4, 5 and 6 hereof. These additional terms will be binding upon delivery by email unless you reject such terms within a reasonable period of time after receipt. If you continue to direct us to provide legal services after receipt of the same, you will be deemed to have waived your right to reject such additional or alternate terms.

8. fees

(a) Default Billing Method. Unless we agree otherwise, we will provide Services on a billable hour basis. We prefer other billing methods, but we need to use the billable hour as our default to ensure that, if for some reason you ask us to perform Services before we agree to an alternate rate, or provide Services outside of a limited scope retainer, or otherwise are asked to provide Services we don’t have an alternative agreement regarding, we have a way to collect payment for our Services to date.

(b) Flex Fee.

(i) We may offer, in our sole discretion, a flex fee arrangement, which is a limited scope of work for a fixed fee. Flex fee (“Flex Fee”) proposals are typically suitable for well known, common, and clearly limited scopes of work like annual maintenance, simple incorporations, and basic wills bundle services, for example.

(ii) The Flex Fee billing method is beneficial for clients as it typically results in a known fee for a known quantum of work.  However, because the scope of work is narrow, we may not be able to consider or advise you on issues outside the scope of work which may adversely impact your rights, as we are not obligated to advise you of, or provide Services respecting, matters outside the scope of work.

(iii) We are not liable for issues which you have not advised us about, or which are expressly outside the scope of work you approve.  Once we receive your express or implied approval of a Flex Fee proposal, which will include the fee, the scope of work, and may include additional imitations, assumptions. or other information relevant to the limited scope retainer, we will proceed with the scope of work on the terms of such Flex Fee proposal, which Flex Fee proposal will form part of this Agreement whether agreed to via email or otherwise.

(iv) If you expressly or impliedly expand the scope of work, we reserve the right to charge our hourly billable rates for the additional legal work. We will use commercially reasonable efforts to notify you that the additional services are outside of the applicable proposal. You are not obligated to proceed on a Flex Fee basis.

(v) We reserve the right to make reasonable determinations of scope of work completion, issue bills to you for progress towards completion of any Flex Fee scope of work, and to apply any funds held in trust against any such interim invoices.

(vi) A list of our 2025 Flex Fees are posted on our website here.

(c) Hourly Billable Rate.

(i) Unless we agree to a Flex Fee or other alternative billing arrangement, we will track our team’s time and charge you in 6-minute increments for the time it takes us to provide the Services.

(ii) Our hourly billable rates are adjusted annually to account for the development of our team members, account for economic factors like the Consumer Price Index, and align our rates with market trends.

(iii) Our hourly rate ranges are posted on our website here. We may agree to an alternate rate in certain circumstances over the phone or via email. You can apply for a reduced rate when you submit your Client Intake Form. We are committed to providing reduced rate services to clients based on our rates, and eligibility criteria, as set out in our firm’s Rate Tier Policy.

(iv) We reserve the right to determine internally which team members are best placed to assist with your matter and to involve such persons on your legal matters as we deem necessary or advisable to complete the work you instruct us to complete. This includes the allocation of work to administrative assistance and paraprofessionals that will also be billed at their applicable hourly rates, who can assist with your legal services often at a lower rate than your lawyer. Administrative and paraprofessionals typically cannot provide legal services, however some paraprofessionals may provide legal advice in limited circumstances.

(d) Value for Services. We constantly strive to innovate and reduce the cost of legal services through technology, overhead reduction and administrative efficiencies. We also work hard to understand your needs and provide you with practical, relevant legal services. That said, we’re only human, and we may not always get it right. If you feel you have been charged an amount which doesn’t match the value of the services you have received, please let us know.

9. disbursements

(a) We will charge you any expenses, also called disbursements, we incur that are reasonably necessary and proper to provide the Services. Typical disbursements include couriers, outside counsel, filing fees, due diligence related charges, mail (packaging and postage), and printing costs

(b) We may also charge you other amounts which may not be necessary or advance your interests, but which help us provide more affordable, more expedient, efficient, compliant, or remote Services, such as trust administration fees, corporate searches for client identification and verification purposes, paper printing, stationary and postage, eFax fees, soft credit check fees, online verification tools, or other similar types of charges, as applicable to you and the Services.

(c) We use technology, focus on a paperless practice, and use other cost-conscious practices to minimize your disbursements. If we anticipate incurring any large or unusual disbursements, we will notify you prior to doing so.

10. taxes

(a) You will pay all applicable taxes related to the Services provided. Goods and Services Tax (5%) and Provincial Sales Tax (7%) are payable on all applicable accounts. If these tax rates change during the course of our engagement, we will charge the new tax rate.

(b) If you are eligible for a sales tax exemption, it is your obligation to notify us, provide us with your tax registration/exemption number(s), and provide evidence or certification that you meet such exemption requirements if requested.

11. invoices and payment

(a) Invoices. We will issue invoices on such intervals and on such payment terms as we determine in our sole discretion acting reasonably. We will use commercially reasonable efforts to consider any reasonable request you make respecting the timing or payment terms of our invoices, which we may accept or reject in our sole discretion.

(b) Separate Matters. For administrative simplicity and efficiency, we may create only one matter when you engage us and bill you for all Services we provide through that one matter. In our sole discretion, we may also unilaterally determine what Services we will bill under one or more separate matters. Please let us know if you would like us to separate certain scopes of work into separate matters for billing purposes and we will use commercially reasonable efforts to accommodate any such requests.

(c) Interest. We may charge interest on late payments as set out in any invoice we issue, or if no interest rate is included on such invoices, at an annual rate of 12%, in each case accruing as of the payment date set out in any such invoice, or if not specified, on the date of issue of such invoice.

(d) Security. As security for payment of our invoices you grant us a lien over all funds, files, records, and other property belonging to you that come into our possession, whether or not they are related to the subject matter of the unpaid invoices.

(e) Delivery of Invoices. We deliver our invoices by email to the instructing individual, or other recipient as you direct. We do not deliver invoices by mail. Any invoice delivered to you by any of our lawyers via email, or via our client management software as adopted from time to time, will be deemed signed by the responsible lawyer. You agree that pursuant to section 69(1) of the Legal Profession Act, SBC 1998, our delivering our invoices by email to the instructing individual, or other recipient as you direct, will constitute delivery of our bill to the person charged.

(f) Payment. We may determine in our sole discretion the manner of payment we will accept for invoices issued hereunder. We do not accept cash payments for invoices under any circumstances.

12. retainer for legal fees

We may request a retainer before providing you with legal services. If applicable, we will specify the amount of retainer and payment instructions by email or in a trust requisition. Our policy is to request a retainer from all new clients, and from clients which have a history of late or non-payment, late payment or other payment issues. We may use your retainer to cover any outstanding balance you owe us, whether or not they are related to the scope of work for which we requested a retainer, without further authorization.

13. disclosure of relationship

We may ask your permission to disclose the existence of our relationship with you, the general nature of our work with you, and other non-confidential or public information, in our marketing materials including on our website.  You may accept or decline any such requests in your sole discretion.  You are always entitled to confidentiality in respect of all the Services we provide to you, and declining to grant this permission will not affect our provision of Services to you.

14. client identification and verification

(a) Client Identification and Verification Rules. The Law Society Rules, 2015 (British Columbia) (“Rules”) require us to collect personal information about the client and instructing individuals, and verify their identity where the Services include a financial transaction, as such terms are defined in the Rules. The consequences to our firm and its lawyers are significant in instances of non-compliance with the Rules, notwithstanding that the information required may feel invasive or overreaching.

(b) Cooperation. You agree to provide information required by the Rules, including:

(i) if you are an individual, your full name, date of birth, home address, home telephone number, occupation, and the name, address, and telephone number of your place of work or employment, where applicable;

(ii) if you represent an organization, the full name, business address, and business telephone number of the organization; the name, position, date of birth and contact information for the instructing individual(s); the general nature of the type of business or activity engaged in by the organization; and the organization’s incorporation or business identification number and the place of issuance of its incorporation or business identification number;

(iii) information respecting the source of funds involved in any financial transaction; and

(iv) any other information about the client and instructing individual(s) that we may reasonably require to fulfill our obligations.

(c) Credit File Verification. Given the manner in which financial transaction is defined in the Rules, as well as the timing of verification requirements and the severity of consequences for us and our lawyers for non-compliance, we verify all new clients and instructing individuals using the most cost and time effective (for both you and for us) manner, being a soft credit check. The purpose of a soft credit check is to verify the personal information you have provided to us as required by the Rules. A soft credit check involves obtaining information from your credit file that is used to verify that the name, address and date of birth in the credit file match the information you provided to us. We will obtain a soft credit check for all individual clients and instructing individuals at the time a matter is opened, or upon change in instructing individuals. We save these documents in a secure digital location separate from files accessible by all of our staff and lawyers. Soft credit checks do not impact your credit rating and are collected solely for the purpose of ensuring that we comply with the Rules respecting client verification should the Services include a financial transaction. By agreeing to these Terms, you consent to our collection and use of soft credit checks in this manner for the purposes provided herein.

(d) Further Verification. Where the results of such investigations are not sufficient for macushlaw to satisfy its client identification and verification obligations, we may require the client or instructing individuals to attend one of our offices in person or provide us further documentation like bills or invoices displaying your name or address.

15. termination

(a) Intention for Positive Relationship. We want to have a long, happy relationship with all of our clients. Even with the best of intentions on both sides, we can’t always make that happen. If we aren’t getting along, you aren’t getting what you need or want from us, you don’t comply with this Agreement, you don’t pay us, or if you instruct us to, or the Services include, any act or omission which might constitute a breach of our professional or ethical obligations, we would rather we part ways than force an unhappy relationship.

(b) Termination for Convenience. Both you and macushlaw may terminate this Agreement immediately upon delivery of written notice, unless, in the case of termination by macushlaw, we are prohibited from doing so immediately upon delivery of written notice, in which case, this Agreement will terminate as soon as legally possible or at the time or upon the event specified in our notice of termination.

(c) Payment Obligations Continue. You are required to pay all invoices, and any fees, taxes, and disbursements, outstanding, performed, incurred or accrued, as applicable, up to the time of termination. Upon termination by either macushlaw or you, we reserve the right to bill for work in progress on an hourly or on a quantum meruit basis.

(d) Application of Retainer. We may use any retainer as full or partial payment of any outstanding accounts if this Agreement is terminated. For clarity, you remain responsible for paying all outstanding accounts, fees, taxes and disbursements before we will transfer your files to another law firm.

(e) Change in Lawyer of Record. If we have commenced legal proceedings on your behalf, or you have commenced proceedings and recorded macushlaw as your law firm, you will immediately upon receipt of the same sign and return any forms or documents we require you to sign in order to indicate to the court that we no longer act for you.

(f) File Transfer Fees. We reserve the right to charge our standard hourly rates for any work performed by the firm to prepare and transfer your files and other records to another law firm or lawyer, or to you, following termination of this Agreement.

16. electronic communications and cloud computing

(a) Consent to Communicate Electronically. We may exchange electronic versions of documents and e-mails with you using commercially available software. We cannot guarantee that all communications and documents will always be received, or that such communications and documents will always be virus-free. We make no warranty with respect to any electronic communications between us, including the security of such communication. You consent to our exchange of unencrypted electronic communications, including confidential documents.

(b) Consent to Digital Document Storage. You consent to us storing your documents and personal information on the cloud platforms or servers provided by Microsoft, Clio, Appara, eConveyance, LawyerDoneDeal, myLTSA, OnCorp, BC Online, Datto, Adobe, NetDocuments, Litera, Alexi AI, Thompson Reuters, and any other cloud or digital-based services we use, subject to their terms of use. Some such services may store data on servers outside Canada. We make no representation or warranty with respect to any online storage, processing, transmission or security of your documents. You consent to our use of these services and storage of your data outside Canada. If you require that we do not use these cloud services or storage options, please advise us as soon as possible. For more information respecting the policies, agreements, or other instruments applicable to your rights respecting our use of, or your use of, cloud-based and other digital software, programs or services, visit the websites of the respective programs.

(c) Privacy Policy.  If you would like more information, you can access our terms of use, privacy policy, cloud computing policy and other policies applicable to your use of macushlaw’s legal services and website at https://macushlaw.ca/privacy-policy.

17. canadian anti-spam legislation (“casl”)

CASL obligates us to give you notice that we may occasionally send you commercial electronic messages (“CEMs”) (as defined in CASL), including legal updates, invitations, inquiries, referrals, etc. By entering into this Agreement, you consent to receiving CEMs from us until you withdraw your consent. You can withdraw your consent at any time.

18. digital signatures

(a) Consent to Digital Signatures. Printing, signing, scanning, and sending documents back and forth is time-consuming, costly, environmentally harmful and inefficient. You consent to our use of digital signature software and services when possible so that you can sign contracts electronically from anywhere in the world. Your electronic signature is secure, with a full audit trail of who signed and when.

(b) Accommodation. If you are not comfortable using this software, let us know. We can accommodate special requests for use of paper documentation, but in this digital age and in light of our commitment to reducing the environmental impact of our company, we will charge an environmental fee for large paper-based signings and projects, even where the physical documents or wet signatures are required by law.

19. outcomes, liability & indemnity

(a) No Guarantee of Outcomes. We will endeavor to represent your interests to the best of our ability. However, we cannot, and do not, guarantee any specific outcome. All legal opinions and advice provided to you reflect our judgement based on the law as it stands, and the facts provided by you and known to us, at the time the opinion or advice is provided.

(b) Indemnification for Client Errors. You will indemnify and hold harmless the macushlaw parties from and against any and all losses caused by, arising from or related to and incorrect, false, misleading, incomplete, inconsistent or conflicting instructions, agreements, records or any other document, information or detail, provided by you or anyone you have instructed to provide us with same.

(c) Liability Limitation. Notwithstanding any rule of law or equity to the contrary, no macushlaw party will be liable to any client party for any losses in excess of 50% of the amount of fees paid by you to us hereunder in the 12 months’ preceding the date of the relevant claim. Notwithstanding the foregoing or any rule of law or equity to the contrary, no macushlaw party will be liable to any client party or third party for any consequential, indirect, incidental, exemplary, special or punitive damages whatsoever, including any damages for business interruption, loss of use, data, reneue or profit, cost of capital, loss of business opportunity, loss of goodwill, or otherwise incurred by you in any way relating to the Services, including losses caused by, arising from or in any way relating to any act or omission of any macushlaw party including any act or omission which does or is alleged to be a breach of contract, a tort (negligence), or any other theory of liability, regardless of whether such damages were foreseeable and whether or not any person was advised of the possiblity of such damages.

20. interpretation and general terms

(a) All Terms Covenants. Any term herein which requires a party to do or refrain from doing something are covenants. All covenants herein are material terms hereof.

(b) Headings. Headings have been inserted herein as a matter of convenience and for reference only, and in no way define, limit, enlarge, modify, explain, or clarify the scope, meaning, content or interpretation of this Agreement.

(c) Extended Meanings.

(i) Any word herein used in the singular form may be read in the plural form if it is allowed in the context and a word in the plural form may be read in the singular form if it is allowed in the context, and any word expressed herein in the masculine gender may be read as feminine gender or neutral gender depending on the context.

(ii) The words “include”, “includes”, and “including” are to be read as if they are followed by the phrase “without limitation” whether or not such words or phrases are used in conjunction.

(iii) Any reference to the end of this Agreement includes an ending by expiration, cancellation, termination, surrender, or mutual agreement.

(iv) Any reference to a statute or law means the statute or law and any regulations made under them as amended, replaced, enacted, or re-enacted from time to time.

(d) Definitions. The following words have the meanings ascribed to them below:

(i) “client intake form” means the client intake form posted on our website, or delivered to the client for completion in an alternate form, which contains information necessary for us to formalize our relationship with you as legal counsel and fulfill our client identification and verification obligations.

(ii) “client parties” means the client and its affiliates and subsidiaries, or assignees, executors, heirs or successors, as applicable, and their respective shareholders, members, directors, officers, employees, contractors, agents and other representatives, as applicable.

(iii) “instructing individual” means the individual(s) you expressly or impliedly permit us to receive instructions from, and any person that completed, or is identified as the instructing individual in the, client intake form.

(iv) “macushlaw parties” means macushlaw and its affiliates and subsidiaries, and such persons’ respective shareholders, directors, officers, employees, contractors, agents and other representatives.

(v) “parties” means the client and macushlaw.

(vi) “we”, “us”, “our”, and “macushlaw” refer to the legal service provider, being Macushla Law Corporation, doing business as macushlaw.

(vii) “you”, “your”, “client” and other like terms used herein refer to the person or persons, whether an individual, corporation, society, Indigenous Nation or band, or other legal person, identified as the client or clients in the client intake form.

(e) Joint and Several Liability. If there is more than one client party to this Agreement, such client parties’ liability is joint and several.

(f) Governing Law. This Agreement is governed by the laws of British Columbia and Canada as applicable hereto and the subject matter herein. You irrevocably attorn to the courts of British Columbia sitting in Vancouver or such other location as determined by macushlaw in its sole discretion.

g) Entire Agreement. This Agreement and the schedules hereto, which form part of this Agreement, form the entire agreement between the Parties respecting the subject matter herein and supersede and revoke any and all previous, and render ineffective any subsequent, discussions, negotiations, arrangements, and representations, whether written or oral, unless made in writing and duly executed by each party. There are no covenants, agreements, representations, or warranties between the Parties whatsoever other than those set out in this Agreement, except such email correspondence setting out the scope of work and fee noted in section 7.

(h) Waiver. No condoning, excusing, or overlooking by a Party of any term hereof in such Party’s favour will operate as a waiver of, or otherwise affect the rights of such party in respect of enforcing such term after such action. No waiver is enforceable unless express and in writing.

(i) Severability. If any part of this Agreement is declared or held invalid for any reason, the invalidity of that part will not affect the validity of the remainder of this Agreement, which will continue in full force and effect and be construed as if this Agreement had been executed without the invalid part. Notwithstanding any rule of law or equity to the contrary, if any part of this Agreement is declared or held invalid for any reason, the provision will only be read down, declared or held invalid to the extent of the invalidity.

(j) Survival. If any part of this Agreement states that it survives the ending of this Agreement, then the survival of that part is only to the extent required for the performance of any obligations to which the term pertains. The following s, sections of this Agreement survive termination hereof: sections 4, 6, 7, 8, 9, 10, 11, 12, 14, 15, 16, 17, 18, 19 and this section 20.

(k) Time is of the Essence. Time is of the essence in this Agreement and will remain so notwithstanding any extension or grant of additional time beyond the timelines set out herein by any Party.

(l) Independent Advice and Opportunity to Review. The client has had an opportunity to seek and obtain legal advice or has waived their opportunity to obtain legal advice respecting review of this Agreement. The client has reviewed and understands this Agreement.

(m) Referral Fees. We may refer your files to other firms in exchange for a referral fee payable by the referring firm to us, and may receive files from other firms in exchange for a referral fee payable by us to the referring firm. You expressly consent to either our payment or receipt of these referral fees.

(n) Digital Signature and Counterparts. If this Agreement is manually signed rather than accepted by conduct or indicating acceptance with a digital process such as clicking, this Agreement may be executed in any number of counterparts, each of which will constitute one and the same agreement and any digital signature will be equally valid and binding as if signed in wet ink by a signatory.