Terms of Service

Torys LLP Standard Terms of Engagement

Conflicts of Interest

While you are a current client. While we have a continuing engagement for you, professional ethical rules do not permit us, without your informed consent:

  1. to act for another client in an unrelated matter that is directly adverse to your immediate legal interests; or
  2. to act in an unrelated matter for a party that is directly adverse to your immediate legal interests.

When you are a former client. When we no longer have a continuing engagement for you, applicable professional ethical rules permit us to represent another client in a matter that is directly adverse to your immediate legal interests provided that (i) the other matter is not the same as or related to a matter in which we previously represented you, and (ii) we protect your confidential information, including through the timely establishment of a confidentiality screen if appropriate.

Identification of conflicts of interest. Please note that we will be able to identify future potential conflicts and confidentiality issues involving you because you are a client and accordingly, your name will be in our conflicts database. With respect to individuals or entities related to you but that are not our clients, they will not be in our conflicts database and we will not be able to identify conflicts related to them unless you provide their names to us and we agree to enter their names into our conflicts database, linked to you. We are relying on you to provide us with the names of any individuals or entities related to you that you believe could raise conflicts and confidentiality issues for us in acting against them based on your being our client in this matter. Unless you do so and we agree to enter the names in our conflicts database, we will not be able to identify that you would have a concern in our accepting a future engagement against them.

Business conflicts and issue conflicts. We do not consider it a legal conflict of interest to be (i) acting for a business competitor, customer or supplier of yours in a matter that does not involve you, or (ii) asserting on behalf of another client in an unrelated matter legal positions or arguments that may be inconsistent with those that you are asserting or may wish to assert in this matter. Furthermore, persons referred to in (i) are not normally entered in our conflicts database linked to you, and because we do not track legal positions we are asserting on behalf of clients, we have no way of identifying any concern you may have with our accepting an engagement in the circumstances described in (i) and (ii).

Expectation of a conflict waiver where unforeseen or non-contentious conflicts arise. In circumstances where (i) we have started representing another client in a matter without knowing of your actual or potential involvement in the matter; or (ii) you are being represented in a non-contentious matter by another law firm and we are asked to act in that non-contentious matter for a party with different interests than yours, we understand that you will not ordinarily have an objection to our acting for the other client and will, absent special circumstances, provide us with a conflict waiver at our request when the issue becomes apparent.

Confidentiality & Privilege

Protection of your confidential information. We will at all times preserve the confidentiality of information you disclose to us, subject only to applicable law and our professional ethical obligations.

Non-disclosure to you of the confidential information of other clients. Because we owe a duty of confidentiality to all of our clients, we will not disclose to you information we hold in confidence for others (even where such confidential information could be relevant to an engagement).

Maintaining privilege over our legal advice. Ordinarily, our advice is subject to legal professional privilege protecting it from compelled disclosure in legal or regulatory proceedings. To maintain this privilege, it is important that our advice is kept confidential and is not disclosed to third parties by you or disseminated within your organization to those who do not have a need to know.

Limitation on use of our legal advice. Our advice in any matter is provided to you solely for the purpose for which we are instructed by you as set out in our engagement letter. Save with our prior written consent, it may not be relied upon for any other purpose or by any person other than you.


Use of electronic communications. We will communicate with you primarily via telephone, email and videoconferencing. Our lawyers are only permitted to use firm-approved, secure means of communications with our clients. This may preclude them from using instant messaging tools such as SMS, WhatsApp or Teams chat, to conduct firm business. We do not regularly record videoconferences and will never do so without advising you. If you are recording a videocall with us, we may ask you to stop recording for privacy, privilege, or other reasons. We will not ordinarily review AI-generated transcripts or summaries of calls. If you would like us to review them for accuracy or completeness, you must let us know.

Information Security

Use of internet and cloud. We use cloud-based solutions to securely store and archive information that you provide to us. We take reasonable care in all of our communications and have robust security measures in place to ensure that there is appropriate security for all information we hold and transmit.

Email encryption. When we communicate with you through email or other electronic means, there is a risk that such communication could be intercepted or otherwise compromised. If you receive an email from us that appears suspicious, please call us immediately using a trusted phone number. It is recommended that you establish Enforced TLS with our firm to ensure email communication between us is encrypted. Please contact us at [email protected] to coordinate the encryption process.

Third Party Service Providers. You accept that for purposes of providing our professional services and general administration, information that you provide to us may be shared with our third party service partners (the “Service Providers”). The Service Providers include, without limitation, business software solutions and digital archive providers (including, by way of example, Microsoft, Mimecast, Kira Systems and Closing Folders). We conduct due diligence before engaging Service Providers and require that they have appropriate data security requirements, agree to protect the confidentiality of your information, and only use your information as necessary to perform the services for which we have engaged them. You agree that your data may be stored or processed by a Service Provider located in Canada, the United Kingdom or the United States and/or stored in secure cloud-based environments. Our agreements with our Service Providers are sufficient to enable us to comply with our obligations under our engagement letter with you. We can provide additional information regarding our use of Service Providers upon request.

Audit Reports and Certifications. In keeping with industry standards, we do not subject our systems or controls to a SOC audit. Due to client confidentiality concerns, we do not permit clients to conduct their own audits or tests of our systems or on our premises. We do, however, regularly have third parties conduct testing activities to help us maintain and improve the security of our systems and premises. In addition, we do, from time to time, obtain security certifications. We will provide additional information regarding these testing activities and certifications upon request by you or your regulators.

Privacy Policy

In the course of acting for you, you may provide to us personal information that is subject to applicable privacy laws. On your behalf, we will collect, use or disclose that personal information for the purpose of providing our legal services to you in accordance with our Privacy Policy (available on our website) and as otherwise permitted by law.

Client Identification and Verification

Canadian legal regulators impose mandatory client identification and verification rules in support of domestic and international anti-money laundering and terrorist funding initiatives. These rules require that we collect and retain information about the identity of our clients and in some cases take additional steps to verify their identities. These rules apply not only to our direct clients but also to the individuals who instruct us on behalf of our client, as well as to any underlying clients who have retained our client in a matter where we are providing services. We will let you know if we require additional information from you and/or your client and appreciate your understanding and prompt cooperation as we fulfill these mandatory identification and verification obligations. We expect that you will keep us apprised of any material changes to the information you have provided to us in the course of the verification process.

You acknowledge that to ensure compliance with applicable law and our internal policies, we may conduct due diligence via a public database search on you and, as applicable, your principals, directors, officers, employees, client(s) and/or beneficial owner(s) as appropriate. Torys will gather and store this information in accordance with our Privacy Policy for the limited purpose of performing this due diligence and restrict access to only the necessary personnel to complete these functions.

Beneficial Ownership

Individuals with Significant Control. If you are subject to any filing or disclosure requirements pursuant to significant control/beneficial ownership legislation in Canada (including the Canada Business Corporations Act, the Business Corporations Act (Ontario) or the Act Respecting the Legal Publicity of Enterprises (Québec)), you agree that the corporation and its shareholders will assume the obligation of any filing or disclosure requirements unless you and we specifically agree to other arrangements in writing.

Corporate Transparency Act. If our engagement for you requires the creation of a new entity (or the registration of an entity to do business in the U.S.) that is subject to the requirements of the U.S. Corporate Transparency Act, we may, at your request, assist you with complying with the Act’s initial filing requirements. We will not, however, be responsible for updating the information to reflect changes to beneficial ownership or to the personal information of beneficial owners for such new entity or any other in your corporate group. You agree that the entity and its beneficial owners will assume that obligation unless you and we specifically agree to other arrangements in writing.


While we may from time to time, for your convenience, furnish you with estimates of our fees, these estimates are, by their nature, inexact and are not binding unless we negotiate a specific written agreement to that effect.

Disbursements and Other Charges

The performance of legal services frequently involves costs that we incur in our representation of you. Some of these costs, like photocopying, internal printing, and the processing of audit inquiries, are incurred within the firm. Other costs, like postage and some messenger services, are charged to the firm by outside providers. Where we have paid third party charges on your behalf and for other costs incurred by us, these disbursements will be billed in addition to our legal fees. All charges are designed to recover the firm’s actual cost of providing the services. These charges may be revised from time to time to reflect these costs. Billing for such charges may follow the rendering of the services by some months because of delays in receiving third-party bills and the posting of accounts. We normally expect you to pay directly all significant charges from third parties incurred in connection with engagements for you.


Generally, we issue accounts on a monthly basis or at appropriate intervals. Please be aware of the risk of cybercrime and online fraud and note that we will never advise you of changes to our payment information by email. If you receive an email stating that we have changed our bank details, do not send any funds to the account and contact us immediately.

Accounts will include our fees, disbursements and other applicable charges and are due and payable upon receipt. Our accounts are subject to review and enforcement in accordance with the law of the province or state in which you engaged us.


With certain exceptions, our legal fees are subject to taxes, including federal goods and services tax and, in some provinces, a harmonized sales tax (“GST” or “HST”, respectively) and provincial sales tax levied by the Québec government on legal services provided in or in respect of Québec (“PST”). Our accounts for services rendered will clearly indicate the taxes applied to the total amount of taxable fees and disbursements. Our accounts will also distinguish the disbursements on which tax is charged from any tax-exempt disbursements. In making such disbursements on your behalf, we will apply the appropriate tax treatment to such disbursements so as to maintain the applicable tax exemptions to the said disbursements as provided by the legislation.

We may not be required to charge GST or HST on the fees and disbursements incurred in this matter if you advise us that: (1) you are exempt from GST and HST, or (2) you are a non-resident for GST/HST purposes, and this matter does not relate to:

  1. a service rendered to an individual in connection with criminal, civil or administrative litigation in Canada;
  2. a service in respect of real property situated in Canada;
  3. a service in respect of tangible personal property situated in Canada at the time the service is performed; or
  4. a service of acting as your agent or of arranging for or procuring or soliciting orders for supplies by you or to you.

We are not required to charge GST, HST or PST for engagements serviced exclusively by lawyers in the United States.

Payment of Fees and Other Fund Transfers

Transfers of Funds. With rare exceptions, all payments received or paid by us must be made by wire transfer. We are mindful that funds transfer fraud is on the rise and bad actors will sometimes seek to impersonate us or you in order to re-direct payments to their accounts. Our general account information will be on our invoice to you. If you require information about our trust account, reach out to us using a secure means of communication. You should not expect to receive any revised instructions for the transfer of funds or assets from us. If you receive a request to change this information, please immediately contact our firm using a trusted telephone number (such as a number posted on our website or in this engagement letter). We will similarly call you to confirm transfer details prior to disbursing any funds to you or to a third party on your behalf or if we receive any changes to your contact information or fund transfer instructions.

Consultants and Experts

We will not retain consultants, other law firms or experts without your prior approval. If approval is given, we will typically do so as your agent and you will be responsible for directly paying such persons’ charges.

LLP Status

As is the case with many law firms, Torys LLP is a limited liability partnership (LLP). An LLP partner is not personally liable for liabilities of the LLP arising from the negligent act or omission of any other partner or persons under that other partner’s direct supervision or control. An LLP partner is personally liable only for his or her own negligent acts or omissions or those of persons under his or her direct supervision or control.

No Guarantee

We will undertake to represent your interests to the best of our ability. However, we make no guarantees of any specific outcome or results. All legal opinions and advice provided to you reflect our judgement as lawyers based on the law as it stands, and the facts available to us, at the time the opinion or advice is provided.


We will take reasonable steps to keep you informed of progress on your file. We expect that you will keep us informed of any new developments concerning the matters on which we are acting and will provide us with relevant information on a timely basis.

Ownership of Work Product

All of our clients are the beneficiaries of know-how and precedents developed by us in connection with our representation of other clients. We are free to use in other matters for other clients know-how and precedents we have developed in connection with our representation of you, subject only to our confidentiality obligations to you. We do not claim ownership over intangible or tangible property provided to us by clients.


We will organize our services to provide you with the appropriate level of expertise as efficiently as possible. Our approach is to draw on the most appropriate resources the firm has to offer consistent with our understanding of your needs.


At Torys, diversity and inclusion are core strengths: we rely on the collective force of the unique talents of our people. We are committed to diversity and inclusion in our practice, our community involvement and in the retention and promotion of our lawyers and staff.


Termination by written notice. Engagements are terminable by written notice by you or us at any time prior to completion, for any reason (in our case, subject to professional ethical obligations). On termination, all unpaid legal fees and disbursements become due and payable. In circumstances where you wish to transition the matter to another legal service provider or back to your organization, we will act reasonably to assist you (subject to payment of our ordinary legal fees and disbursements). Any specific requirements to return particular assets should be addressed in the engagement letter.

Termination on completion of the engagement. Unless an engagement under this letter has been previously terminated, the engagement ends when our work on the engagement is completed and our final account in the matter is rendered. If six months have elapsed from the last time you requested and we provided any billable services to you in connection with this matter, we may consider our services related to this matter to be completed.

No obligation to update. Once a specific engagement has terminated, we will not advise you as to subsequent legal developments that could be relevant to the advice we gave you during the engagement. We may send you general information on legal developments without charge or include you in general mailings after our representation of you has ceased. This will not affect the termination of our engagement. If you no longer wish to receive such mailings, please advise us.

Retention and Destruction of Files

File maintenance. During our engagements for you, we will maintain a file where we place materials (hard copy or electronic) that we receive from you or from third parties or create in connection with the engagement (collectively “file materials”). In most cases, the file materials that we retain will be entirely electronic.

Original documents. Unless we have specifically agreed otherwise in writing, it is our policy not to retain in our file original documents such as the contents of minute books, share certificates, execution copies of transaction documents, deeds and conveyancing documents. Original materials of this kind will be sent to you during the engagement or on the termination of the engagement after being scanned by us for our electronic records.

Retention and destruction of file materials following termination. Following the termination of the engagement, we are free to deal with file materials in accordance with our records retention practices as those practices may evolve, unless you and we have agreed otherwise expressly in writing. Our current policy contemplates retaining electronic copies of file materials for fifteen years following termination of the engagement.

Risk that our records retention is not synchronized with yours. Our records retention practices, as those practices evolve, may not be synchronized with yours. We may therefore be retaining records the copies of which you have destroyed under your own records retention policy, or vice versa. To the extent you have any issue or concern about our retention or destruction of any particular file materials in accordance with our practices, it is your responsibility to raise the matter with us.

Regulatory Requirements and Location of Records. Unless otherwise agreed to in the applicable engagement letter, we do not act as your book of record and you should make your own arrangements to comply with regulatory requirements that require particular records to be kept in Canada or any other jurisdiction.

Other Matters

Location of Provision of Legal Services. Torys has offices in Toronto, New York, Montreal, Calgary and Halifax. Our professionals will respond to your inquiries from our offices and from remote locations to deliver the level of service and responsiveness that you expect.

Performance Measures and Reporting. Torys lawyers are known for providing best-in-class service and always strive to earn and build the trust of our clients. In doing so, we will always comply with or exceed the performance standards required by the law societies that regulate our conduct. We encourage you to reach out to Torys staff regarding performance related issues.

Incident Response. We maintain and regularly test a comprehensive incident response policy for the management of information security incidents, which includes requirements to provide notice and updates to clients in the event a security incident poses a real risk of significant harm to them. The policy is designed to minimize the impact of any incident by enabling us to respond effectively and quickly. It prioritizes the protection of confidential information while ensuring that best possible levels of service are maintained. We will provide additional information regarding our incident management policies upon request.

Notification of Significant Events. During the scope of our engagement, Torys will provide prompt notice of circumstances which could create a material disruption in our ability to provide services to you or result in a significant impact on your customers or your reputation (including material non-compliance with regulatory requirements impacting your engagement). Note that due to our partnership structure, changes to our organization’s ownership are a regular occurrence.

Business Continuity and Disaster Recovery. We maintain and test industry standard policies and processes to facilitate our ability to provide legal services notwithstanding the occurrence of disruptive circumstances. We will provide additional information regarding those processes and policies upon request.

Resolution Authorities. To the extent you are subject to OSFI B-10, please note these standard terms are not intended to inhibit regulators or any other resolution authority or financial compensation scheme from carrying out their mandate in times of stress or resolution. Subject to our obligations to the law societies that regulate our conduct (including with respect to conflicts of interest), as long as there is no default in your payment obligations, the scope of our engagement will continue notwithstanding any resolution of your organization.

Insurance. We maintain appropriate insurance consistent with industry standards.

Additional Information. If you have any questions related to these standard terms or our business practices, please reach out to your Torys relationship manager.