Effective Date: January 1, 2026 | Last Updated: January 2026
These Terms of Service ("Terms") constitute a binding legal agreement between you ("Client," "you," or "your") and Counselyx Legal LLP, a professional corporation registered in Ontario, Canada (VAT: 829503716 RT 0001; "Firm," "we," "us," or "our"). By engaging our services, accessing our website, or accepting our engagement letter, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.
If you do not agree to these Terms, you must immediately cease using our services and notify us in writing. Continued engagement constitutes your acceptance.
Counselyx Legal LLP provides professional legal services in corporate strategy, commercial law, regulatory compliance, and business advisory ("Services"). The specific scope of Services shall be defined in writing via engagement letter, proposal, or mutually executed agreement.
We reserve the right to decline representation or terminate the engagement if:
Fees shall be determined and communicated in writing prior to engagement. We may bill on an hourly basis, fixed-fee basis, retainer basis, or contingency basis, as specified in the engagement letter. All rates are in Canadian dollars unless otherwise stated.
In addition to professional fees, you shall be responsible for all reasonable out-of-pocket expenses incurred on your behalf, including but not limited to court filing fees, expert witness fees, travel expenses, courier services, and third-party disbursements. A detailed expense report will be provided with each invoice.
Invoices are issued monthly or as otherwise specified. Payment is due within 30 days of the invoice date. Late payments shall accrue interest at the rate of 1.5% per month (18% annually) or the maximum rate permitted by applicable law, whichever is lower.
We may suspend Services if payment is not received within 30 days without affecting our right to collect all amounts owing, including interest and collection costs.
Retainer amounts are held in trust and applied against fees and expenses as Services are rendered. Unused retainer balances may be refunded following completion of Services, subject to any outstanding obligations.
All communications between you and Counselyx Legal LLP are subject to attorney-client privilege and solicitor-client privilege under Canadian law. Such communications are confidential and protected from disclosure without your express written consent, except as required by law.
We are bound by professional obligations of confidentiality and shall not disclose any information about you or your legal matters without your consent, except:
You agree to maintain the confidentiality of legal advice provided and not to disclose our work product, communications, or strategies without authorization, except as necessary to implement our advice.
We commit to providing Services in a professional and competent manner consistent with standards applicable to similar legal practices in Ontario. However, we cannot guarantee specific outcomes or results.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR LIABILITY FOR BREACH OF THESE TERMS OR NEGLIGENCE SHALL NOT EXCEED THE LESSER OF: (A) THE TOTAL FEES PAID TO US IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) $50,000 CAD.
IN NO EVENT SHALL WE BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION, OR REPUTATIONAL HARM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SERVICES ARE PROVIDED ON AN "AS-IS" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WE MAKE NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR TIMELINESS OF ADVICE, DOCUMENTS, OR INFORMATION PROVIDED.
You agree to indemnify, defend, and hold harmless Counselyx Legal LLP and its lawyers, employees, and agents from any claims, damages, losses, costs, or expenses (including legal fees) arising from:
You may terminate our engagement at any time by providing written notice. Upon termination, all outstanding fees and expenses shall become immediately due and payable.
We may terminate engagement upon 14 days written notice if fees remain unpaid, if we reasonably believe continuation is impractical or improper, or if a conflict of interest arises. We shall cooperate reasonably in transitioning your file to successor counsel.
Upon termination, we shall return your original documents and work product within 30 days, provided all fees are paid. We reserve the right to retain copies of our file for professional reasons for a period of seven years, then destroy them securely.
We conduct conflict checks before engagement. We shall not represent you if a material conflict exists with current or former clients. If a conflict arises during engagement, we shall notify you promptly and seek your informed consent or withdraw if necessary.
By engaging our Services, you acknowledge that we may represent other clients in unrelated matters, provided no conflict exists.
We are bound by the Rules of Professional Conduct of the Law Society of Ontario. Our Services are provided in compliance with all applicable professional standards, confidentiality obligations, and ethical requirements.
We reserve the right to decline instructions that would require us to violate professional rules or assist in unlawful activity.
You authorize us to communicate with you via email, telephone, courier, or mail at the contact information you provide. You acknowledge that electronic communications may not be completely secure. Sensitive information should be discussed in person or via secure channels when possible.
You shall notify us immediately of any changes to your contact information or instructions.
Legal opinions, letters, and reports are prepared exclusively for your use and may not be relied upon by third parties without our express written consent. We assume no responsibility for reliance by third parties on our work product.
We collect and process personal information in accordance with applicable privacy legislation, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy laws. Information is processed solely for the purpose of providing legal Services and may be disclosed to service providers who assist us.
For our full Privacy Policy, please visit our website or contact us directly. You have the right to access and correct your personal information.
Information contained on our website is for general informational purposes only and does not constitute legal advice. The provision of information does not create an attorney-client relationship unless formalized by engagement letter. You should not rely on website content as a substitute for legal counsel.
These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles.
You irrevocably submit to the exclusive jurisdiction of the courts of Ontario for resolution of any disputes arising from these Terms or our engagement.
Before initiating legal proceedings, the parties agree to attempt to resolve disputes through good faith discussion. If resolution cannot be achieved within 30 days, either party may pursue legal remedies.
We reserve the right to modify these Terms at any time. Modifications shall be effective upon posting to our website or upon notification to you. Continued engagement following notification constitutes acceptance of modified Terms.
These Terms, together with any engagement letter or written agreement between us, constitute the entire agreement between you and Counselyx Legal LLP regarding the Services. All prior negotiations, representations, and agreements are superseded and of no effect.
If any provision of these Terms is deemed invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to render it enforceable, or if not possible, severed. The remaining provisions shall remain in full force and effect.
The failure of Counselyx Legal LLP to enforce any right under these Terms shall not constitute a waiver of such right. No waiver shall be effective unless in writing and signed by an authorized representative of the Firm.
For questions regarding these Terms of Service or to report concerns, please contact us at:
Counselyx Legal LLP
199 Bay St., Toronto, ON M5L 1A2, Canada
Phone: +1 416 867 4410
Email: office@counselyx.bond
VAT/GST Registration: 829503716 RT 0001
Acknowledgment: By continuing to use our Services or accessing this document, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service in their entirety.