PolicyPro® + Legal Advice
Subscription Terms and Conditions — Legal Advice Component
These Terms and Conditions form part of the Client’s subscription to PolicyPro® + Legal Advice from First Reference Inc. (“First Reference”). The legal advice component is delivered by Simes Law (“Simes Law”), an independent law firm that is not a party to these Terms.
Preamble. PolicyPro® + Legal Advice is an upgraded subscription tier of First Reference’s PolicyPro® service. In addition to the standard PolicyPro® subscription, it provides the Client with access to a limited amount of independent legal advice supplied by Simes Law. These Terms and Conditions govern the legal advice component of PolicyPro® + Legal Advice. The Client’s use of the underlying PolicyPro® software and content continues to be governed by First Reference’s standard PolicyPro® subscription terms, which remain in full force and effect.
1. Legal Advice Entitlement and Scope
As part of PolicyPro® + Legal Advice, the Client is entitled to up to four (4) one-hour legal consultations per annual subscription term (the “Consultation Allowance”). The Client acknowledges and agrees that all legal advice provided under PolicyPro® + Legal Advice will be delivered exclusively by Simes Law and will be limited to employment law and/or human rights advice. No other area of law is included, and Simes Law is under no obligation to advise on any matter outside that scope.
Availability and conflicts. Access to the legal advice is subject to Simes Law’s acceptance of the engagement, including its conflict-of-interest checks and professional obligations, and to Simes Law’s reasonable availability. If Simes Law is unable or unwilling to act on a particular matter (including by reason of a conflict, capacity, or applicable professional rules), the Client may obtain advice elsewhere at the Client’s own cost, and First Reference shall have no liability of any kind as a result.
2. Independent Legal Counsel; First Reference Provides No Legal Advice
The Client understands and agrees that all legal advice provided under PolicyPro® + Legal Advice is provided by Simes Law independently of First Reference. The solicitor-client relationship in respect of that advice exists solely and exclusively between the Client and Simes Law. First Reference is not a law firm, does not practise law, and does not provide legal advice or legal services of any kind.
First Reference’s sole role under the legal advice component is to make access to Simes Law available to the Client as part of the PolicyPro® + Legal Advice subscription. First Reference does not select, direct, supervise, review, or participate in the legal advice provided, and exercises no control over how Simes Law performs its professional services.
3. Confidentiality and Privilege
All communications and legal advice exchanged between the Client and Simes Law in the course of the engagement are privileged and confidential. First Reference has no access to such communications and will not be informed of the existence, nature, content, status, or outcome of any legal matter discussed between the Client and Simes Law. Simes Law will not disclose to First Reference any information that is subject to solicitor-client privilege or that would identify the substance of any matter, except for non-privileged administrative information reasonably necessary to administer the subscription (such as confirmation that hours have been used).
4. No First Reference Liability; Release and Limitation of Liability
No responsibility for advice. First Reference does not review and assumes no responsibility for the content, accuracy, completeness, timeliness, or outcome of any legal advice or legal services provided by Simes Law. First Reference makes no representation, warranty, or guarantee of any kind, express or implied, regarding Simes Law, its advice, its services, or the results of any matter.
All advice liability rests with Simes Law. The Client acknowledges and agrees that Simes Law, and not First Reference, is solely and exclusively responsible for the legal advice and legal services it provides, for compliance with all applicable professional and regulatory obligations, and for maintaining any professional liability (errors and omissions) insurance required by its governing law society. First Reference shall bear no liability whatsoever, of any nature and under any theory of law, in connection with the legal advice, the legal services, or the Client’s relationship with Simes Law, and the Client’s sole and exclusive recourse in respect of any of those matters lies against Simes Law alone.
Release. The Client irrevocably releases and forever discharges First Reference, and its directors, officers, employees, contractors, and affiliates, from any and all claims, demands, actions, losses, damages, costs, and liabilities of any kind, whether in contract, tort, statute, or otherwise, arising out of or in any way connected with the legal advice or legal services provided (or not provided) by Simes Law, including any act, omission, error, delay, negligence, or professional misconduct of Simes Law, and including any claim that First Reference was negligent or otherwise at fault in selecting, recommending, arranging, or making available Simes Law.
Limitation of liability. To the maximum extent permitted by law, First Reference’s total aggregate liability arising out of or relating to PolicyPro® + Legal Advice, from any cause whatsoever, shall not exceed the total subscription fees actually paid by the Client to First Reference for the then-current annual term. In no event shall First Reference be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, or for any loss of profits, revenue, data, or goodwill, even if advised of the possibility of such damages. This limitation applies notwithstanding any failure of essential purpose of any limited remedy.
No legal advice from First Reference; no reliance. Nothing made available by First Reference, including PolicyPro® content, templates, or other materials, constitutes legal advice, and the Client shall not rely on any First Reference materials as a substitute for legal advice from a qualified lawyer. No guarantee is made as to the outcome of any matter on which Simes Law advises.
5. Engagement of Simes Law
These Terms entitle the Client to access the Consultation Allowance from Simes Law and authorize First Reference to introduce the Client to Simes Law for that purpose. The legal advice is provided subject to Simes Law’s own engagement terms set out in Schedule “A”, which are presented to the Client at the time of acceptance. By accepting these Terms and proceeding with the subscription, the Client also agrees to and accepts Simes Law’s engagement terms, which form the basis of the solicitor-client relationship directly between the Client and Simes Law. To the extent of any conflict between these Terms and Simes Law’s engagement terms in respect of the legal advice, Simes Law’s engagement terms govern that relationship.
Additional time and out-of-scope work. If the Client requires more than the Consultation Allowance for employment or human rights advice, additional one-hour consultations may be purchased through PolicyPro® at First Reference’s then-current rates and will be provided by Simes Law on these same terms. Legal services outside the scope (for example, representation before a court or tribunal) are not available under PolicyPro® + Legal Advice and require a separate retainer agreed directly between the Client and Simes Law.
6. How Consultation Time Is Counted
The Consultation Allowance is used in one-hour blocks. Each consultation the Client books uses one (1) hour of the Consultation Allowance, regardless of the actual length of the consultation. For example, if the Client books a one-hour consultation that concludes in less time, the Client has used one (1) full hour of the Consultation Allowance. The Consultation Allowance therefore consists of four (4) one-hour consultations per annual subscription term.
7. Documents Provided Before a Meeting
The legal advice component is delivered primarily through consultation meetings. Where the Client provides documents to Simes Law in advance of a scheduled consultation, the Client acknowledges and agrees that Simes Law will only review such documents to the extent necessary to obtain general context for the consultation. Simes Law will not conduct a detailed or comprehensive legal review, analysis, or markup of any documents outside of the consultation itself. Any in-depth review of documents takes place during a booked consultation and is covered by that consultation block.
8. Subscription, Fees, and Upgrade Credit
PolicyPro® + Legal Advice is purchased as an annual subscription, and the Consultation Allowance is provided on an annual basis tied to that subscription. The Client agrees to pay the full annual subscription price for PolicyPro® + Legal Advice. Additional one-hour consultations beyond the Consultation Allowance may be purchased through PolicyPro® at First Reference’s then-current rates. All fees are exclusive of applicable taxes, which are the Client’s responsibility.
Existing PolicyPro® subscribers who upgrade to PolicyPro® + Legal Advice during an active PolicyPro® term will receive a credit for the unused, prepaid portion of their existing PolicyPro® subscription, calculated on a pro-rata basis from the upgrade date to the end of their current PolicyPro® term. That credit will be applied against the full annual subscription price of PolicyPro® + Legal Advice, and the Client will be charged the full annual PolicyPro® + Legal Advice subscription price, less the applicable credit. Upgrading does not extend, reduce, or otherwise alter the annual nature of the legal advice allowance, which is governed by Section 9.
9. Consultation Allowance — No Rollover and No Credit
No rollover. The Consultation Allowance is specific to each annual subscription term. Any consultations that are unused at the end of a term do not roll over or carry forward, and are forfeited once the term ends and a renewal term begins. Each renewal term provides a new Consultation Allowance of four (4) one-hour consultations and does not include any unused consultations from a prior term.
No credit for short consultations. Because consultation time is counted in one-hour blocks, a consultation that concludes in less than one hour still uses one (1) full hour of the Consultation Allowance. Unused time within a block, and any unused consultations, have no cash value and will not be credited, refunded, reimbursed, or banked for future use.
10. Term and Termination of the Engagement
The Client is entitled to the legal advice component only for the duration of the Client’s active subscription to PolicyPro® + Legal Advice. The engagement between the Client and Simes Law under PolicyPro® + Legal Advice will terminate on the earliest of: (a) the date the Client ceases to be a subscriber to PolicyPro® + Legal Advice; (b) the date on which the Consultation Allowance for the then-current term has been fully used (and any purchased additional consultations have been used); or (c) if the Client does not access any legal services within twelve (12) months of subscribing to PolicyPro® + Legal Advice and does not renew, the date the subscription term ends. Upon termination, the Client and Simes Law will no longer be in a solicitor-client relationship unless and until the Client executes a new retainer agreement with Simes Law. Termination of the legal advice component does not by itself terminate the Client’s underlying PolicyPro® subscription.
11. Independent Legal Advice
In accepting these Terms, the Client acknowledges that the Client has had the opportunity to obtain, and has been advised to obtain, independent legal advice concerning these Terms (including the release and limitation of liability in Section 4), but, notwithstanding such advice, has chosen to accept these Terms willingly and voluntarily, without undue influence or coercion of any kind. By accepting these Terms, the Client further confirms that the Client understands all of the terms and conditions contained herein and has had an opportunity to review the same before accepting.
12. General
Severability. If any provision of these Terms and Conditions is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect, and the legal advice component and the underlying PolicyPro® subscription will be treated as severable to the extent necessary to give effect to the parties’ intent that First Reference bear no liability for the legal advice provided by Simes Law.
Consent to share information. The Client consents to First Reference disclosing to Simes Law the contact and account information reasonably necessary to facilitate the Client’s access to the legal advice. First Reference will not have access to, and the Client should not provide to First Reference, any information that is subject to solicitor-client privilege.
Governing law. These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, and the Client attorns to the exclusive jurisdiction of the courts of Ontario.
Survival. Sections 2, 3, 4, 9, and this Section 12 survive any expiry or termination of the subscription or the engagement.
Entire understanding. These Terms and Conditions, together with First Reference’s standard PolicyPro® subscription terms and any separate retainer agreement entered into directly with Simes Law, constitute the entire understanding of the parties regarding the legal advice component of PolicyPro® + Legal Advice.
13. Acceptance
By clicking “I agree” (or any equivalent button or checkbox) and proceeding with the PolicyPro® + Legal Advice subscription, the Client confirms that the Client has read, understood, and agrees to be bound by these Terms and Conditions and, as set out in Section 5, by Simes Law’s engagement terms. If the individual accepting these Terms is doing so on behalf of a company or other organization, that individual represents and warrants that they have the authority to bind that organization, and “Client” refers to that organization.
Schedule “A”
Simes Law — Engagement Terms (Legal Advice Component)
These Engagement Terms govern the legal advice that Simes Law provides to the Client through the PolicyPro® + Legal Advice subscription offered by First Reference. They form part of, and are incorporated by reference into, the PolicyPro® + Legal Advice Terms and Conditions. First Reference is not a party to these Engagement Terms.
A.1 Formation of the Solicitor-Client Relationship
The solicitor-client relationship is between the Client and Simes Law only. It begins when (a) the Client accepts the PolicyPro® + Legal Advice Terms and these Engagement Terms, and (b) Simes Law has completed its conflict-of-interest check for the specific matter and confirmed that it is able to act. Simes Law is not obligated to provide advice on a matter until both steps are complete.
A.2 Scope of Services
Simes Law will provide general legal advice on employment law and/or human rights matters, up to the Consultation Allowance (four (4) one-hour consultations per annual subscription term), plus any additional consultations the Client purchases through PolicyPro®. The services are advisory and summary in nature and are intended to give the Client practical guidance. Unless separately agreed in writing under a distinct retainer, the services do NOT include: representation before any court, tribunal, or administrative body; drafting or filing pleadings or litigation documents; negotiations with third parties on the Client’s behalf; formal legal opinions intended for reliance by third parties; or advice on any area of law other than employment and human rights.
Limited-scope retainer. The Client acknowledges that this is a limited-scope (“unbundled”) legal services arrangement and that Simes Law is responsible only for the specific, time-limited advice it actually provides through the booked consultations.
A.3 Jurisdiction
Simes Law’s lawyers are licensed to practise law across Canada, excluding Quebec. Advice is provided under the applicable laws of the relevant Canadian jurisdiction and federal law of Canada. For Quebec matters, Simes Law engages qualified legal counsel licensed in that province. Simes Law does not advise on the laws of countries outside Canada unless it expressly confirms in writing that it is able to do so.
A.4 Conflicts of Interest
Simes Law acts for many clients and will run a conflict-of-interest check before advising on each matter. Simes Law may decline to act, or may stop acting, where a conflict exists or arises, or where its professional obligations otherwise require. In that event, the Client’s recourse is to obtain advice elsewhere, and neither Simes Law nor First Reference is liable as a result.
A.5 Documents Provided Before a Consultation
As described in the PolicyPro® + Legal Advice Terms, where the Client provides documents before a consultation, Simes Law reviews them only enough to obtain general context, and any detailed review takes place during the booked consultation.
A.6 How Advice Is Provided; Scheduling
Advice is provided by scheduled consultation (by telephone, video, or such other means as Simes Law offers). The Client books consultations in one-hour blocks, and each booked consultation uses one (1) hour of the Consultation Allowance regardless of its actual length. Simes Law does not separately docket time in smaller increments under PolicyPro® + Legal Advice.
A.7 Client Responsibilities
The Client will provide complete, accurate, and timely information and instructions. Simes Law’s advice is based on the information the Client provides and the law in effect at the time. The Client is responsible for any decision it makes and for implementing (or not implementing) any advice.
A.8 No Guarantee of Outcome
Simes Law will provide advice with the reasonable skill and care expected of a competent lawyer, but does not and cannot guarantee any particular result or outcome.
A.9 Confidentiality and Privilege
Communications between the Client and Simes Law are protected by solicitor-client privilege and will be kept confidential in accordance with Simes Law’s professional obligations. Simes Law will not disclose to First Reference the existence, content, status, or outcome of any matter, other than non-privileged administrative information reasonably necessary to administer the subscription (such as confirmation that a consultation has been used).
A.10 Additional Time and Out-of-Scope Work
Advice within the Consultation Allowance is included in the subscription, and the Client will not be separately invoiced by Simes Law for it. Additional one-hour consultations for employment or human rights advice may be purchased through PolicyPro®. Legal services outside that scope require a separate retainer agreed directly between the Client and Simes Law, on Simes Law’s then-current rates, and may require payment of a retainer in advance.
A.11 Professional Liability Insurance
Simes Law maintains professional liability (errors and omissions) insurance as required by the Law Society of Ontario (LawPRO coverage).
A.12 Term and Termination
The engagement under these Engagement Terms continues only while the Client maintains an active PolicyPro® + Legal Advice subscription, and terminates on the earliest of: the Client ceasing to subscribe; the Consultation Allowance (and any purchased additional consultations) having been used in the then-current term; or the subscription term ending where no advice was accessed within twelve (12) months and the subscription is not renewed. The Client may end the engagement at any time, and Simes Law may withdraw in accordance with its professional obligations. Termination does not affect privilege or confidentiality, which continue.
A.13 Personal Information
Simes Law collects, uses, and discloses the Client’s personal information only as necessary to provide legal services and as permitted or required by applicable privacy law and Simes Law’s professional obligations.
A.14 Governing Law and Regulation
These Engagement Terms are governed by the laws of Ontario and the federal laws of Canada applicable therein. Simes Law is regulated by the Law Society of Ontario.