General Terms of Engagement

1.1 How engagement is formed. The Firm is retained by you when all of the following have occurred: (a) you have submitted a completed Intake Form, (b) the Firm has completed a conflict check and confirmed it can act, and (c) the agreed retainer has been received in trust. Until each step is complete, no solicitor-client relationship exists.

1.2 Who we represent. The Firm represents only the Client(s) named in the Quote. We do not represent any other party — including spouses, business partners, family members, guarantors, indemnifiers, counterparties, or related entities — unless that representation is expressly confirmed in writing.

1.3 Acceptance of these Terms. Submission of the Intake Form together with payment of the retainer constitutes your acknowledgement that you have read, understood, and agreed to these Terms, the Quote, and our Privacy Policy. No separate retainer agreement is required for matters where these Terms apply.

1.4 Conflict checks. A standard conflict check will be conducted before the Firm accepts any retainer. If a conflict is identified, the Firm will decline the retainer or, where permitted by the Code of Professional Conduct for British Columbia, seek your informed consent in writing.

2.1 Scope is defined by the Quote. Our retainer is limited to the work expressly described in the Quote. Any work outside that scope — including additional matters, advice on related issues, or expanded deliverables — requires our written confirmation and, where applicable, a further retainer before being undertaken.

2.2 Professional reassessment. If, in our professional assessment, the file involves complexity beyond what was contemplated in the Quote — including but not limited to unusual provisions, contested figures, additional parties, cross-jurisdictional issues, or atypical structures — we will notify you in writing before any change to the fee, scope, or billing basis.

2.3 We do not provide tax, accounting, or financial advice. You are responsible for obtaining independent advice from a qualified accountant, tax advisor, or financial advisor in respect of any tax, accounting, or financial implications of your matter. References in our work product to tax or accounting matters are general in nature and not advice.

3.1 Basis of fees. Fees are charged on either a fixed-fee basis or an hourly basis, as set out in the Quote. Hourly fees are billed in 6-minute (1/10th of an hour) increments. The applicable hourly rate depends on the staff member or members working on your matter. Hourly rates are revised from time to time, generally on an annual basis, without prior notice to the Client. The rate stated in the Quote reflects rates in effect at the time the Quote is issued.

3.2 When fees are earned. Unless the Quote provides otherwise, fees are earned and billable upon delivery of the work product described in the Quote (for example, the initial draft of an agreement, a reporting letter, or the filing of court materials). Your obligation to pay is not contingent upon: (a) execution of any document, (b) acceptance by a counterparty, (c) the outcome of any matter, or (d) any subsequent event outside the Firm's control.

3.3 Invoicing. Invoices are issued on delivery of the relevant work product or, for ongoing matters, monthly. Invoices are payable within 14 days of the invoice date.

3.5 Credit card processing fee. A 3% processing fee applies to all credit card payments. E-transfer and debit are accepted without surcharge.

3.6 Quote validity and rate changes. Each Quote is valid for 30 days from the date of issue. If the file is not commenced within that period, a new Quote will be required. Rates are subject to change on files that remain inactive for 60 days or more.

4.1 What a retainer is. A retainer is a deposit paid into the Firm's trust account before work begins. It remains your money, held under the Law Society of British Columbia's trust accounting rules, until earned by the Firm and transferred to the general account against an invoice.

4.2 Application of the retainer. The retainer is applied to invoices as they are issued. Any unused balance at the conclusion of the matter will be returned to you. Any shortfall is invoiced and payable within 14 days.

4.3 Top-up obligation. If the trust balance falls below the level required to complete the next phase of work, the Firm may require a further retainer before continuing. Failure to top up the retainer within 14 days of a written request entitles the Firm to suspend or withdraw under section 11 below.

4.4 No interest paid on retainers. In accordance with Law Society of British Columbia rules, interest earned on pooled trust accounts is remitted to the Law Foundation of British Columbia. No interest is paid to the Client on retainer funds.

5.1 Disbursements. Out-of-pocket expenses incurred on your file — including but not limited to court filing fees, registration fees, courier, printing, software fees, third-party search fees, and notarial fees — are billed at actual cost plus applicable taxes.

5.2 File administration fee. A file administration fee may apply per file as stated in the Quote. This covers file opening, document management software, secure storage, and miscellaneous administrative costs.

5.3 Taxes. All fees and applicable disbursements are subject to GST (5%) and PST (7%), for a combined rate of 12%, except where exempt or zero-rated under applicable legislation. Quoted fees are exclusive of tax unless stated otherwise.

6.1 Reasonable correspondence. Routine email correspondence reasonably necessary to advance your matter is included in the fees stated in the Quote. Excessive correspondence, repeated requests for status updates outside reasonable intervals, or correspondence outside the agreed scope may be billed at the hourly rate stated in the Quote.

6.2 Response timelines. We respond to client communication as soon as reasonably possible. Response times are not guaranteed and depend on workload, the complexity of your matter, and other professional commitments. Emails sent after hours, on weekends, or on statutory holidays do not guarantee a same-day response.

6.3 Preferred channels. Our preferred channels are email to the address used to open your file and telephone at 778-716-5500. We do not accept instructions or service of legal documents through social media, text message, or other unsecured channels unless expressly agreed in writing.

6.4 Unsecured channels. Email is not a fully secure channel. Information transmitted to us through email or other unsecured channels is sent at your own risk, and we are not responsible for any interception, loss, or unauthorized access to such information.

7.1 Cloud-based platforms. As a tech-forward firm, we use cloud-based platforms to deliver legal services. Examples of platforms currently in use include Zoho One (CRM, email, automation), Cosmolex (matter management, trust accounting), Appara (corporate records), ProSuite, e-Conveyance and RealtiWeb (real estate conveyancing), Microsoft 365 / Google Workspace (productivity), and electronic signature services such as Zoho Sign, DocuSign, and Adobe Sign. This list is illustrative only and the specific tools we use may change from time to time without notice to the Client. Some of these platforms store data on servers located outside Canada. Where reasonably possible, we contract with providers to apply Canadian privacy standards. By engaging the Firm you consent to your information being stored and processed on these and similar platforms and to the cross-border transfer of your information.

7.1A Real estate matters and title insurance. For real estate matters, where title insurance is required, the Client consents to the Firm sharing the Client's personal information with the title insurance provider for the purposes of underwriting, KYC verification, and FINTRAC compliance.

7.2 Recording of calls and meetings — limited purpose. The Firm may record certain telephone calls, video meetings (Zoom, Microsoft Teams, Google Meet), and in-person meetings for the limited purpose of preparing accurate file memos. We do not record every call. When a call or meeting is being recorded, we will tell you at the start of that session.

7.3 What we keep and what we delete. Where a session is recorded, our standard practice is:

• The recording is processed (including by automated transcription tools) to assist a lawyer in preparing a written file memo summarizing the matters discussed.
• The memo is retained as part of your client file for the retention period set out in our Privacy Policy.
• The recording and any associated transcript are deleted periodically as part of our routine file housekeeping, unless we determine in our professional judgment that continued retention is necessary (for example, where capacity, contested instructions, or potential litigation is in issue). Where we retain a recording or transcript beyond our normal cycle, we document the reason on the file.

The memo, not the recording, is the permanent record of the session. Memos form part of your client file, are subject to solicitor-client privilege where applicable, and are retained in accordance with section 10 below.

7.4 Artificial intelligence and automated tools. The Firm uses artificial intelligence and other automated tools to assist with — among other things — drafting, document review, summarization, transcription, file organization, research, and routine administrative tasks. AI tools currently in use include leading commercial AI services (such as Claude, ChatGPT, Microsoft Copilot, and similar tools), accessed directly or through our cloud platforms. The specific tools we use evolve as the technology and our practices change.

7.5 How we use AI responsibly. Our use of AI is governed by the following commitments:

• A qualified lawyer reviews all substantive legal work product before it is delivered to you, regardless of the tools used to prepare it.
• Professional judgment, legal advice, and strategy are not delegated to AI tools.
• Where reasonably possible, we use AI services that operate under enterprise-grade confidentiality terms and that do not retain client data for model training.
• AI tools are used as an aid to lawyer work, not as a substitute for it.

7.6 Your right to opt out of AI processing. If you prefer that your matter be handled without the use of AI tools, please notify us in writing at the start of your engagement. We will accommodate reasonable opt-out requests; in some cases doing so may affect turnaround times or fees, and we will tell you in advance if so.

8.1 Accuracy of information. You are responsible for the accuracy and completeness of all information, documents, schedules, and figures provided to us. We rely on the information you provide and do not independently verify representations made by you or by third parties unless expressly retained to do so.

8.2 Timely document delivery. You agree to provide requested documents and instructions in a timely manner. Delay in providing required materials may delay completion of your file and, where applicable, may incur rush fees.

8.3 Updating us. You agree to inform us promptly of any change in your contact details, the facts underlying your matter, or your instructions.

8.4 Client identification and verification. The Firm is required by Law Society of British Columbia rules and applicable anti-money-laundering legislation (including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and FINTRAC requirements) to verify the identity of every client and, where applicable, to obtain source-of-funds and beneficial-ownership information. You agree to:

• provide all required identification documents (typically two pieces of government-issued ID, at least one with a photo) promptly upon request;
• provide source-of-funds documentation and beneficial-ownership information where requested;
• provide updated information as required throughout the matter; and
• cooperate fully with all verification requirements.

The Firm cannot proceed with your matter, advance retainer funds, or release trust funds until verification is complete to the Firm's satisfaction. Failure or refusal to comply with these requirements may result in suspension or withdrawal under section 11.

9.1 No guarantee of outcome. We will exercise reasonable professional skill and care in accordance with the standards of the Law Society of British Columbia. We do not guarantee any particular outcome, including but not limited to acceptance by a counterparty, court approval, regulatory approval, or future enforceability.

9.2 Reliance on third parties. Our advice is based on the documents and information provided to us and on representations made by third parties (including counterparties, lenders, and government agencies). We are not responsible for inaccuracies in third-party information unless we expressly undertake to verify it.

9.3 Future changes in law. Our advice reflects the law as it stands at the date of delivery. We are not responsible for the impact of subsequent legislative, regulatory, or judicial changes unless we are separately retained to monitor them.

9.4 Limitation of liability. To the fullest extent permitted by law, the Firm's total aggregate liability to the Client, in respect of any claim arising from or relating to the engagement (whether in contract, tort, fiduciary duty, statute, or any other cause of action), is limited to the amount of professional liability insurance coverage available to the Firm in respect of the matter. The Firm is not liable for any indirect, consequential, special, punitive, exemplary, or aggravated damages, or for loss of profits, loss of opportunity, or loss of goodwill, arising from or relating to the engagement. This limitation does not apply to liability that cannot be excluded or limited as a matter of law.

10.1 Confidentiality and privilege. All information you provide is held in strict confidence and, where applicable, is subject to solicitor-client privilege.

10.2 File retention. Closed client files (including memos prepared from recorded sessions under section 7.3) are retained in accordance with Law Society of British Columbia retention rules — currently a minimum of 10 years from file closure. After that period, files may be securely destroyed without further notice to you.

10.3 Privacy. Use of your personal information by the Firm is governed by our Privacy Policy, which forms part of these Terms by reference. The Firm complies with the Personal Information Protection Act (BC).

10.4 Return of file. Upon written request and payment of any outstanding accounts, you are entitled to a copy of your file. A reasonable copying and administration fee may apply.

11.1 Suspension and withdrawal by the Firm. The Firm may, in its sole professional judgment, suspend work on or withdraw from your file at any time, with or without prior notice to the Client, in accordance with the Code of Professional Conduct for British Columbia. Grounds for suspension or withdrawal include, without limitation:

• failure to pay an invoice or top up a retainer;
• failure to provide identification, source-of-funds, or beneficial-ownership information required under section 8.4;
• instructions that, in our professional judgment, we cannot ethically follow;
• a conflict of interest that cannot be addressed by consent;
• the matter expanding materially beyond the original scope without confirmation of revised terms;
• loss of confidence in the Client or in the Client's instructions;
• breakdown of the lawyer-client relationship;
• the Client's failure to cooperate, follow advice, or respond to communications;
• conduct by the Client that is dishonest, unreasonable, or otherwise renders continued representation untenable; or
• any other circumstance that, in the Firm's sole professional judgment, justifies suspension or withdrawal.

11.4 Withdrawal by the Client. You may terminate the retainer at any time by written notice. On termination, the Firm will issue a final invoice for work performed and disbursements incurred to the date of termination. The Firm will release your file in accordance with section 10.4 once outstanding accounts are paid.

12.1 Ongoing duty. The Firm conducts a conflict check before accepting each retainer and on an ongoing basis as new parties or matters are identified. If a conflict arises during the course of your file, we will disclose it to you and proceed in accordance with the Code of Professional Conduct for British Columbia.

12.2 Joint retainers. Where the Firm acts for two or more clients on the same matter (for example, spouses on conveyancing or estate planning), each client acknowledges that information shared with the Firm by one client may need to be disclosed to the other. If a dispute arises between joint clients, the Firm may be required to withdraw from acting for either or both.

13.1 Governing law and jurisdiction. These Terms are governed by the laws of British Columbia and the federal laws of Canada applicable in British Columbia. The courts of British Columbia have exclusive jurisdiction over any dispute arising from or related to your engagement of the Firm.

14.1 Versioning. These Terms may be amended from time to time. The version in effect on the date your engagement is formed (section 1.1) governs your file. Material amendments to these Terms applicable to existing files will be provided to you in writing before they take effect.

14.2 Severability. If any provision of these Terms is found unenforceable, that provision will be severed and the remaining provisions will continue in full force.

14.3 Entire agreement. These Terms, the Quote, the Intake Form, and our Privacy Policy together constitute the entire agreement between the Firm and the Client in respect of the matter. They supersede any prior representation, communication, or understanding except as expressly incorporated.