Retainer


A retainer agreement is important for two reasons:

A retainer agreement is important for two reasons:
Firstly, it creates a professional-client relationship that protects both you and the Professional who you engage. It means that your Professional has professional obligations to you as their client and in the case of solicitor-client matters, any conversations you have with your lawyer are subject to solicitor-client privilege which means that your lawyer cannot disclose those conversations to anyone
Secondly, just like any contract, it outlines the terms of the relationship and sets out the different obligations each party has to the other. In the CTH Standard Retainer agreement, the scope of the retainer is limited to the services or fixed-fee engagements you selected. You and the Professional may also engage in additional dealings and your Professional may have a separate and additional retainer in which case both retainers would apply.
PLEASE REVIEW THIS DOCUMENT CAREFULLY BEFORE WORKING WITH A PROFESSIONAL OVER OUR PLATFORM. THIS LIMITED-SCOPE RETAINER WILL APPLY TO ALL PROFESSIONAL RELATIONSHIPS FORMED OVER OUR PLATFORM, UNLESS OTHERWISE AGREED BETWEEN THE PROFESSIONAL AND CLIENT.
By using professional services over our Platform as set out herein, you agree to follow and be bound by the following Agreement. The words "you" and "your" refer to each customer or client, Website visitor, or Application user. The words "we", "us" and "our" refer to Canada Tax Help Corporation. "Services" refers to professional services provided by a lawyer, accountant, bookkeeper or other professional to you over the Platform.
It is your responsibility to review this document. If at any time you disagree with this Agreement, do not use any of our or our Professional services. If you have any questions about this document, please contact help@canadataxhelp.ca.
1. Limited Scope Representation
2. Definitions
3. Scope of Representation
4. Client Warning – Limited Scope Services
5. Effective Date
6. Termination
7. Payment
8. Incorporation of CTH Policies
9. Confidentiality
10. Consent & Conflicts of Interest
11. Acknowledgement
12. Capacity to Contract
13. Severability
14. Governing Law
15. Entire Agreement

1. Limited Scope Representation
By using the Platform, the Client confirms that:

  1. you have read and understood this Agreement and all other CTH Policies which are incorporated by reference herein;
  2. you understand that the nature of this Agreement is different from a general retainer agreement between a Professional and a Client, in that the Professional will be responsible only for certain aspects of your professional affairs;
  3. the Professional will only complete the Services specified in a Quote or Fixed-Fee Listing provided over the Platform;
  4. you are responsible for all other aspects of your professional affairs not specifically quoted by the Professional over the Platform; and
  5. you will take all other necessary steps not quoted by the Professional.

2. Definitions
“Agreement” means this limited scope retainer entered into over the Platform to form a binding solicitor-client or professional-client relationship, as the case may be, between the Professional and the Client for the delivery of the Services;
“Application” means, collectively, the CTH Website together with any applicable mobile, tablet, or other smart-device applications and application program interfaces and all associated services available now or in the future;
“Client” means the individual or Organization that requested the Services determined as follows: (i) if the user has requested services for his or herself, then Client means that individual who specifically requested the Services over the Platform; (ii) if the Account was created by a representative of an Organization, then the Client means that Organization;
“Code” means the code(s) of ethical or professional conduct applicable to the Professional in the jurisdiction in which the Client is located;
“CTH” means Canada Tax Help Corporation, a body corporate incorporated under the federal laws of Canada, together with any affiliate or associate of Canada Tax Help Corporation and any successor thereof;
“CTH Policies” means the most recent version of the policies posted at the following link: www.canadataxhelp.ca/terms
“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;
“Professional” means a licensed professional or advisor that the Client has agreed to work with over the Platform;
“Professional Firm” means the partnership or limited liability partnership, or other Organization, in which the Professional practices, if applicable;
“Platform” means the Application, Website, and any associated services provided by or through  dealings with CTH;
“Platform Fees” means all other fees and taxes, if applicable, other than the professional fees quoted by the Professional for the Services;
“Privacy Policy” means the most recent version of the privacy policy posted at the following link: www.canadataxhelp.ca/privacy
“Quote” means a response by a Professional to a User specifying a scope of work and cost for certain professional services to be provided over the Platform either: (i) where a User has specifically requested that Professional to provide a response to the User’s request for services from that Professional or (ii) a Professional’s response to a completed survey by a User that indicates the User’s need for certain professional services;
“Services” means the professional services contemplated by the scope of work provided by Professional to the Client within the Quote or the description of the professional services in a Fixed-Fee Listing, including any amended or supplemental services as may be requested by the Client and agreed to be delivered by the Professional over the Platform;
“Terms of Use” means the most recent version of the terms of use posted at the following link: www.canadataxhelp.ca/terms
“User”, “you”, or “your” refers to the individual that has visited the Website or Application and requested Services over the Platform; and
“Website” means the CTH website located at www.canadataxhelp.ca and web-application, including any subdomains thereof, and any other websites through which CTH makes its services available.
3. Scope of Representation
The following provisions of this Agreement govern the Professional-Client relationship over the Platform:

  1. the Professional agrees to provide the Client with the Services;
  2. the Client agrees to handle all aspects of their professional affairs other than the Services;
  3. the Client will take all other necessary steps not included in the Services;
  4. the Client is responsible for all other necessary steps not included in the Services; and
  5. the Professional will accept instructions from the Client, or any other individual that is authorized by the Client to access the Account and provide instructions, if applicable.

4. Client Warning – Limited Scope Services
The Client understands:

  1. that the law, accounting and tax legislation and rules and professional processes are complex; and
  2. there is risk in taking personal responsibility for decisions and actions not contemplated by the Services.

The Client accepts the risk of taking personal responsibility for decisions and actions affecting its professional affairs not contemplated by the Services.
5. Effective Date
This Agreement begins upon the Client accepting the Services from the Professional.
6. Termination
This Agreement ends when the Client has paid and the Professional has completed the Services.
7. Payment
The Professional will invoice the Client for the Services on a monthly basis on any ongoing matter and upon the Professional confirming completion of the Services on any fixed term or fixed scope matter. CTH may immediately debit the credit card or bank account associated with the Client’s Account for payment of the Services and the Platform Fees associated with delivery of the Services.
8. Incorporation of CTH Policies
CTH Policies are incorporated by reference into and form part of this Agreement between the Professional and Client; provided that in the event of any conflict between this Agreement and CTH Policies, the terms of this Agreement shall prevail.
9. Confidentiality
The Client understands and agrees that:

  1. Professionals will preserve the confidentiality of information disclosed by Users over the Platform, subject to applicable law and that Professional’s professional and ethical obligations under the Code.
  2. the Professional’s duty of confidentiality includes, under applicable Codes, that the Professional 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.
  3. Professionals owe a duty of confidentiality to all clients, and the Professional 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 Professional’s representation of another person).

10. Consent & Conflicts of Interest
Professionals on the Platform are governed by professional rules which restrict their ability to represent another client whose interests are adverse to yours. Under applicable Codes, the Professional cannot act for another client whose interests are directly adverse to your immediate professional interests unless you consent. Your Professional will avoid circumstances in which its representation of another client would be inconsistent with the Professional’s duties to you. Despite the foregoing, the Client agrees and acknowledges that:

  1. it consents to the Professional’s representation of other clients in unrelated matters that may be directly adverse to your interests provided that (i) such other matter is not related to the Services or any matter in which the Professional represented you and (ii) the Professional protects your confidential information;
  2. the Professional is relying upon your consent in this section to provide the Services;
  3. the Professional will not seek further consent from you or notify you before advising, acting for or representing another person in an unrelated matter where that person’s interests may be adverse to yours; and
  4. If your Professional represents another person against you in such circumstances, we will not be obliged to inform you.

You should seek advice from independent professional counsel if you have any questions concerning the implications of providing the consent contemplated by this section.
11. Acknowledgement
The Client has read this Agreement and understands what it says. Specifically, as a client, you agree and acknowledges that:

  1. the Professional is not your professional representative for any other purpose;
  2. the Services are the only help the Professional will provide unless otherwise requested;
  3. the Professional is not promising any particular outcome;
  4. Professional has limited their investigation of the facts applicable to your situation;
  5. if the Professional goes to court with me, the Professional does not have to help me afterwards, unless we both agree in writing; and
  6. you have had the opportunity to ask questions about this Agreement and the terms and conditions outlined herein.

12. Capacity to Contract
The Client hereby represents and warrants: (i) if the User is the Client, that you are of the minimum professional age capable of forming a binding contract in the jurisdiction in which the Client is resident; and (ii) if the Client is an Organization, that the User has all authority and capacity to contract on behalf of the Client.

13. Severability
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.
14. Governing Law
The governing law of this Agreement shall be determined based on where the Services are provided as follows: (i) if the Client is an individual, the province in which the Client has its permanent residence; and (ii) if the Client is an Organization, the jurisdiction in which the Organization is incorporated, constituted, or organized.
15. Entire Agreement
This Agreement, together with the CTH Policies, constitute the entire agreement for the Services.
CTH is not a law firm, accounting firm, bookkeeping firm or consulting firm and does not perform professional services directly. CTH provides an online Platform to provide users with a general understanding of matters set out on the CTH Website and allow clients to connect and work with a network of Professionals over our Platform. The Website and Application may include general information on commonly encountered professional issues. However, we do not directly provide professional advice for any person. We do not review the answers or services of any Professional for professional sufficiency and effectiveness, draw professional conclusions, provide professional advice, documents, opinions or recommendations about your professional rights, remedies, defenses, options, selection of forms, or strategies, or apply the law to the facts of your particular situation.