Billing

Invoices unpaid 15 days past the billing date may be deemed delinquent and are subject to an interest charge of 1.5% per month.  We reserve the right to suspend our services or to withdraw from this agreement in the event that any of our invoices are deemed delinquent. In the event that any collection action is required to collect unpaid balances due to us, you agree to reimburse us for our costs of collection, including lawyers’ fees.

 

Personal Information

It is acknowledged that we will have access to all personal information in your custody that we require to complete our services. Our services are provided on the basis that; (1) You represent to us that you have obtained any required consents for collection, use and disclosure to us of personal information required under applicable privacy legislation; and (2) We will hold all personal information in compliance with our firm's Privacy Statement.

 

Costs of Responding to Government or Legal Processes

In the event we are required to respond to a subpoena, court order, government agency or other legal process for the production of documents and/or testimony relative to information we obtained and/or prepared during the course of this agreement, you agree to compensate us at our normal hourly rates for the time we expend in connection with such response and to reimburse us for all of our out-of-pocket costs (including applicable GST/HST) incurred.

 

Reliance Upon Information Provided

In performing services during our agreement, we will necessarily rely on information provided by you. We will not audit, review or otherwise attempt to verify the accuracy or completeness of any information provided.

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Notification of Material Changes in Circumstances

You agree to keep us informed of material changes in your circumstances of which you become aware, if it is reasonable to think that the information could affect our work on your behalf. If you are unsure whether the change is material or not, please let us know so that we can assess its significance.

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Changes to Income Tax Legislation

Our work, on your behalf, will be based on the Income Tax Act and Regulations (along with any announced proposed amendments) in place at the date when the services are rendered. Should any changes announced by the government affect work which is in progress for you, we will notify you of the changes and will advise you on your options.

Legislative changes occurring after the completion of services may adversely impact your tax situation. We accept no liability for losses arising from changes in the law or the interpretation thereof that are first published after the date on which our work is performed. We are under no legal obligation to update our advice for events occurring after the advice has been given, including subsequent changes in law, judicial decisions or CRA policy changes. We do not undertake to do so. We will not accept responsibility if you or your representatives act at some future date on advice given by us in the course of our work for you without first confirming with us that the advice is still valid in the light of any change in the law or a particular circumstances.

 

Reliance on Advice

We will endeavor to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if we provide oral advice (for example during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing.

In many cases, our advice will include a summary of our understanding of the facts or background on which our advice is based. It is important that you tell us if you think this summary does not accurately reflect the facts since our analysis of the transaction and resulting advice may then change.

 

Limitation of Liability

We will provide our services with reasonable care and skill and will observe and act in accordance with the by-laws, regulations and ethical guidelines of the Chartered Professional Accountants of Nova Scotia and Chartered Professional Accountants of Alberta.

 

We will not be liable for losses, damages, costs and expenses (including, without limitation, additional professional fees incurred or additional tax, interest or penalties charged by CRA) caused by:

• the provision to us of incomplete, misleading or false information;

• a failure to provide us with timely or relevant information;

• a failure by you to act on our advice or perform any requested action;

• the acts or omissions of any other person;

• changes to government legislation or regulations occurring after the commencement of this project;

• our compliance with statutory or regulatory obligations;

• any circumstances outside our reasonable control.

The total liability assumed by mbf for any claim, loss or damage arising out of or in connection with the Service agreement, regardless of the form of action, claim, loss or damage be in tort, contract or otherwise, shall in no event exceed the aggregate of the professional fees paid to mbf for that portion of the services that has given rise to the claim.  In addition, mbf shall not under any circumstances be liable for any special, indirect or consequential damages, including without limitation, lost profit or revenue, or similar damages.

 

Indemnification

You agree to indemnify us against any and all losses, claims, costs, expenses, actions, demands, damages or any other liabilities incurred or suffered by us, including in respect of any claim by a third party (whether in contract, tort, or otherwise), arising:

• from any breach by you of your obligations under this service agreement;

• as a result of reliance by us on any information provided by you, or any of your representatives, which is false, misleading, incorrect or incomplete;

• as a result of your failure to provide to us in a timely manner any information which was material information held in your possession or control;

• out of any unauthorized disclosure by you, or by any person for whom you are responsible, of our advice and opinions, whether in writing or otherwise.

Without limiting the foregoing, the indemnities set out above cover all costs incurred by us in regard to any claim covered by the foregoing, including all legal costs, the time of our personnel at their standard hourly rates and the costs of any experts engaged by us to assist in dealing with such claim in any way.

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Ownership

The working papers, files, other materials, reports and work created, developed or performed by us during the course of the agreement are the property of our firm, constitute confidential information and will be retained by us in accordance with our firm's policies and procedures.

 

During the course of our work, we may provide, for your own use, certain software, spreadsheets and other intellectual property to assist with the provision of our services. Such software, spreadsheets and other intellectual property must not be copied, distributed or used for any other purpose. We also do not provide any warranties in relation to these items and will not be liable for any damage or loss incurred by you in connection with your use of them. We retain the copyright and all intellectual property rights in any original materials provided to you.

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Non-solicitation

You agree that they will not, at any time during the period from the date of this agreement until one (1) year after the termination of this agreement, hire, engage, solicit, interfere with or endeavour to entice away from mbf,  any employee or independent contractor of mbf, (or any person who was an employee or independent contractor of the Corporation, the Purchaser or any affiliate of the Purchaser at any time in the immediately preceding twelve (12) month period.

 

Confidentiality

The rules of professional conduct under which we practice require that we keep communications between us confidential. We shall take all reasonable steps to keep your information confidential except where:

• we are required to disclose it by law, by regulatory bodies, by our insurers or as part of an external peer review;

• we are given permission by you to disclose the information to a particular party.

Unless we are required as above, or otherwise authorized by you to disclose information, this undertaking will apply during and after this service agreement.

 

File Inspections

In accordance with professional regulations (and by our firm's policy), our client files may periodically be reviewed by practice inspectors and by other engagement file reviewers to ensure that we are adhering to professional and firm standards. File reviewers are required to maintain confidentiality of client information.

 

Electronic and Other Communication

Unless you instruct us otherwise, we may, where appropriate, communicate with you and with third parties via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments.

With electronic communication, there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices. However electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses nor for communications which are corrupted or altered after dispatch. Nor can we accept any liability for problems or accidental errors relating to this means of communication especially in relation to commercially sensitive material. These are risks you must agree to bear in return for greater efficiency and lower costs. If you do not wish to accept these risks, please let us know and we will communicate by paper mail, other than where electronic submission is mandatory.

 

Any communication sent to you by mail is deemed to arrive at your postal address four working days after the day that the document was sent.

 

Applicable Law

Our service agreement is governed by Nova Scotia, and shall be construed in accordance with the laws of Nova Scotia. Each party agrees that the courts of Nova Scotia will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this service agreement and any matter arising from it. Each party irrevocably waives any right to object that an action being brought in the courts of Nova Scotia has been brought in an inappropriate forum or to claim that the courts of Nova Scotia do not have jurisdiction.

 

Dispute Resolution

You agree that:

• Any dispute that may arise regarding the meaning, performance or enforcement of this agreement will, prior to resorting to litigation, be submitted to mediation; and

• You will engage in the mediation process in good faith once a written request to mediate has been given by any party to the agreement.

Any mediation initiated as a result of this agreement shall be administered within the Province of Nova Scotia, according to its mediation rules, and any ensuing litigation shall be conducted within such province, according to provincial law.  The results of any such mediation shall be binding only upon agreement of each party to be bound. The costs of any mediation proceeding shall be shared equally by the participating parties.

 

Partial Invalidity

If any provision of this agreement is or becomes invalid or unenforceable, that provision will be deemed deleted from this agreement. The invalidity or unenforceability of that provision will not affect the other provisions of this agreement. All the other provisions will remain in full force and effect to the extent permitted by law, subject to any modifications made necessary by the deletion of the invalid or unenforceable provision.

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Anti-Spam Legislation 

By signing the agreement you consent to receiving email correspondence from us. Pursuant to the Canadian Anti-Spam Legislation you may choose to un-subscribe to email communication. You may do this at not cost to yourself by replying to any email from us with the text 'STOP'. All electronic communication from this sender will cease within 10 days of receiving the message.

 

Entire Agreement

This service agreement records our entire understanding and agreement relating to our services to you. This service agreement supersedes all previous understandings or agreements (whether written, oral or both) between us relating to such matters.