Terms and conditions

Generalities − The attorneys and notaries who practice at LJT are respectively governed by the Act respecting the Barreau du Québec and the Notaries Act.

Obligations of LJT − The professionals assigned to all files undertake to act diligently and with integrity in the performance of their services. They are bound by professional secrecy and therefore, subject to any obligation to which they may be bound under any applicable law, any confidential information, including personal information, which the Client provide to LJT, will be used solely for the purposes of any mandate or to send the Client information, as provided in Section 20 hereinafter.

Obligations of the Client − To enable LJT’s professionals to adequately serve the Client, the Client undertakes to collaborate with LJT and make itself available in respect of any mandate, including, but not limited to, providing LJT, in a timely manner, access to its personnel and to required or relevant information and data. The Client is responsible for the actions of its personnel and agents and for the accuracy and completeness of all information and data provided to LJT in connection with the execution of any mandate. Without limiting the generality of the foregoing, the Client undertakes to provide LJT with any pertinent or required information for the execution of its mandate and to ensure that such information is accurate and complete. The Client undertakes to comply with the agreed timetables so as to ensure the timely performance of LJT services, and must make appropriate important reminders in its agenda so as to exercise and/or preserve its rights. Except as specifically required by law and subject to any specific written agreement, LJT assumes no liability with respect to publication, registration or notices which may be required (such as renewal notices, exercise of an option, etc.) and the Client must therefore set appropriate reminders in respect thereof.

Declaration of accuracy − The Client represents and warrants that all information communicated to LJT in connection with any mandate, directly or indirectly, orally or in writing, by the Client or its agents or other advisors, will be accurate and complete in all material respects and will not be misleading to any person in any manner.

No guarantee − LJT strives to protect the Client’s interests within the scope of its competences. Notwithstanding the foregoing, LJT cannot guarantee the results or outcome of any mandate. LJT provides legal counsel based on the opinion of its professionals, the current legislation in force and in the light of the facts which were brought to its attention at the time counsel is given.

Instructions − LJT will accept verbal or written instructions from any person within the Client’s organization who has the apparent power with respect to any mandate entrusted to LJT.

Conflicts of interests − LJT conducts a conflict of interest search based on the information and names submitted by the Client. LJT undertakes not to accept any mandate which would seriously impair its ability to fulfill its mandate. LJT generally does not consider itself to be in a position of conflict of interest due solely to the fact that it is representing another client which might be one of the Client’s competitors, clients or service providers.

Third party suppliers − LJT may request, from time to time, on its behalf or on the Client’s behalf, services from third parties in the course of completing a mandate. The fees and disbursements of such third parties will be invoiced by LJT over and above any fees and disbursements of LJT or, alternatively, will be invoiced to the Client directly by such third party, if the Client has agreed that such party’s services be retained on its behalf.

Professional fees − Unless otherwise provided in writing, LJT’s fees are invoiced based on the time spent on a file, according to the applicable hourly rates of its professionals. The hourly rates of LJT’s professionals vary depending on, among other things, their professional status (lawyer, notary, paralegal, intern, student), their area of expertise and their level of expertise, and are revised on January 1st of each year to reflect the changes in responsibilities and the increased experience of its professionals as well as the increase in the usual fixed costs. Billed time only constitutes a point of reference which LJT usually follows. However, fees or hourly rates of professionals may be readjusted in light of the nature or the type of mandate, including where a mandate is particularly complex, urgent, unusual, requires exceptional skill or exposes LJT to significant liability. If the nature of the file lends itself to this and provided a prior written agreement has been concluded, fees may also be invoiced on a flat rate basis or established based on the attainment of a specific result.

Disbursements and taxes − In addition to LJT’s professional fees, the following disbursements shall be invoiced to the Client in the execution of any mandate: (i) external disbursements (such as articles of incorporation and/or amendment, bailiff fees, judicial stamp, stenography fees, publication fees, etc.); (ii) internal disbursements corresponding to a flat rate of 6% for technology, support staff, telecommunication, printing documents and other similar expenses; and (iii) applicable taxes at the current prescribed rates. The invoicing of external disbursements may occur a few months after LJT has rendered its services due to the receipt of the various suppliers’ invoices and to the invoicing period of LJT.

Invoicing − LJT invoices its professionals’ fees and disbursements incurred on a monthly basis, as any mandate progresses, or at any other time agreed upon or deemed appropriate. All invoices are payable upon receipt by cheque, wire transfer or Interac e-Transfer, or any other method of payment accepted by LJT, as the case may be. Any amount, which remains unpaid after forty-five (45) days, will bear interest at the rate of 10% per year calculated daily, or any other lesser rate provided by the Barreau du Québec, the Chambre des notaires du Québec or any other competent authority. Where a mandate is executed for the benefit of several persons, such persons shall be solidarily liable for any amounts due. Unless otherwise notified in writing, invoices issued by LJT will be submitted by email to the Client’s regular address or to any other address it may provide to LJT.

Fee advances − Depending on the nature of the mandate, one or several advances for fees and/or disbursements may be required at the beginning and over the course of the execution of such mandate and the Client agrees to pay such advances upon request. It is to be noted that LJT may apply directly and without notice, any advance received in payment of its invoices.

Security − By retaining the services of LJT, the Client grants a security on all sums and other property which enter in the possession of LJT, as the case may be, including any advance, whether or not such sums or property are related to a mandate for which a balance is outstanding, and this, in order to guarantee the payment of LJT’s invoices. For example, this security applies to any money received by LJT on behalf of the Client, such as the proceeds of a sale or a settlement.

Information submitted electronically − Unless otherwise specifically stated in writing, the Client agrees that confidential information may be exchanged electronically without any form of encryption. The Client is entirely responsible for the security of its own communication system. LJT assumes no responsibility for any damage which may result from the interception of any electronic communication and does not assume any responsibility for any damage caused to a computer or to a computer system due to an electronic communication sent by one of its members or employees.

Termination of mandate − A party may terminate any mandate by providing reasonable written notice to the other party, in which case all fees and disbursements incurred as of the termination date shall become due. Without prejudice to any of its rights or recourses, LJT also reserves its right to temporarily suspend its services or terminate them completely, without notice, if the Client fails to pay any outstanding balance in a timely manner, if the Client does not provide the required advances over the course of the execution of a mandate, if the Client refuses to follow the recommendations of LJT’s professionals on important matters, if the Client fails to collaborate with them, or for any other reason justifying that LJT cease rendering its services. Any file or original document in LJT’s possession may be returned to the Client upon request, subject to LJT’s right to keep a copy for its files. Unless required by law, LJT has no obligation regarding the conservation of files and reserves its right to destroy any file which has been inactive for a period of seven (7) years according to the Barreau du Québec or ten (10) years according to the Chambre des notaires du Québec, as the case bay be, without notice.

Limitation of liability − LJT shall not be liable toward the Client for any claims, debts or expenses in respect of any mandate in an aggregate amount not to exceed the fees paid by the Client to LJT under any mandate, except to the extent judicially and finally determined to be the result of LJT’s bad faith or gross negligence or willful misconduct.

Limitation − No legal action in any form arising out of any mandate may be brought by a party more than one year after the cause of action arose, except an action for non-payment of fees.

Corporate client list − Unless the Client advises LJT otherwise, LJT may mention in its external communications (including on its website) that the Client is a client of LJT and may provide a summary description of the general nature of the mandates entrusted to it. However, LJT shall not reveal any information of a confidential nature without having obtained the Client’s prior consent.

Other companies − These terms and conditions also apply to the services rendered by LJT’s professionals through another legal person.

Additional information − As a client or former client of LJT, LJT sends communications from time to time, including, but not limited to, its newsletter. Receipt from time to time of LJT’s newsletter must not be interpreted by the Client as a renewal of the lawyer-client relationship if the Client’s files with LJT have ended. The Client may however unsubscribe from the mailing list at any time. To find out more about LJT and its professionals or for any additional information, the Client is invited to visit LJT’s website at www.ljt.ca.

Consent − Unless otherwise instructed, the order to proceed with the execution of any mandate or the continuation of any ongoing mandate shall constitute the Client’s agreement to be bound by the terms and conditions set forth herein.

Jurisdiction − These terms and conditions, their interpretation, their validity and effects shall be governed by the laws of the Province of Québec as well as all federal laws applicable therein, and the parties undertake to submit any litigation or claim arising hereunder exclusively to the jurisdiction of the courts of the judicial district of Montréal, Province of Québec.