Terms of Service

These Terms of Service (the Terms) are an agreement between you and Licit Action Defence Solutions Inc. (Licit ADS, we, us), a registered company with operations in Ontario, Canada and in the United States. They govern your use of our website, our client portal and any service we provide to you.

You accept these Terms when you register for an account, submit a file to us, or use the portal. If you do not accept them, do not register and do not use the portal.

These Terms are not the whole agreement. Before we begin substantive work on your file we provide a separate written service agreement, and where you pay over time, a separate written payment agreement. Those documents set out the scope of what we will do for you and what you will pay.

If these Terms conflict with a signed agreement between us, that agreement governs, in this order of precedence:

Nothing in these Terms limits any right you have under the Consumer Protection Act or other applicable consumer protection law of Ontario. Where a term of these Terms conflicts with such a right, the statutory right prevails and the rest of these Terms continue to apply.

Headings are for convenience and do not affect interpretation. References to a statute include its regulations and any successor legislation.

Where we are incorporated is not where your rights come from. We are a registered company with operations in Ontario, Canada and in the United States. The service under these Terms is offered in respect of property in Ontario, these Terms are governed by Ontario law under clause 27.1, and clause 1.5 applies whatever our place of incorporation. Nothing in these Terms is a representation that we hold a registration, licence or authorisation in Ontario or in any other place. Where your matter requires a person who holds one, section 6 applies and that person is retained separately.

You may register only if you are at least eighteen years old, have the legal capacity to enter into a binding contract, and are registering on your own behalf or with the lawful authority of the person whose file it is.

The service is offered in respect of property in Ontario. We may decline a file relating to property elsewhere, or accept it on terms.

Where a property has more than one registered owner, or a mortgage has more than one borrower, we may require every one of them to register, to sign, or to consent in writing before we act.

We may decline any file, and we do not have to give a reason. Registering does not create a client relationship or oblige us to act. A relationship begins only when we accept your file in writing and, where applicable, a service agreement is executed.

If we decline your file we will tell you, and the registration fee described in clause 13.4 is refunded in full, unless the file is declined because information you gave us was materially false or incomplete. Nothing else is payable to register, and the assessment we carry out before we quote you is at no charge.

The service is a consultative service. We advise and assist a homeowner who is facing mortgage enforcement, and we coordinate the response to it. We assist only in those areas we are legally permitted to assist in.

The object of the service is to assist you in seeking to defer, withdraw or stop an enforcement action taken or threatened by your lender, by making sure the rights, defences and procedural protections available to you are properly identified and properly put. Whether any of that succeeds is not within our gift, and section 7 applies to all of it.

The service is not a collection service and it is not a debt settlement service. We do not act for you in arrangements or negotiations with your lender or any other creditor, and we do not receive money from you for distribution to your lender or any other creditor. Clauses 5.8 to 5.11 state the boundaries that give effect to this.

We work only where we are lawfully permitted to work. Where a matter, a step or a document requires someone licensed to provide legal services, it is not within our scope, we do not attempt it, and it is referred to Counsel. Section 6 sets out how that works and who pays for it.

Depending on your file and on what your written service agreement provides, the service may include:

• Reviewing the documents you provide and confirming the date you are working to
• Coordinating the response through the appropriate counsel channel
• Arranging for Counsel to be retained, and putting Counsel in funds where your agreement provides for it
• Keeping your documents, the status of your file, correspondence and messages in one place
• Administrative support to you throughout the file
• Telling you what is outstanding, and what is due, and when

The scope of what we will do on your file is fixed in your written service agreement, which is provided to you before work begins. Anything not in that agreement is not part of the service.

A review may consider the mortgage contract, required disclosures, lender conduct, enforcement procedures, accounting, consumer protection requirements and other applicable legal or procedural issues. Not every argument applies to every mortgage, and any position taken must be based on the facts and documentation of the particular case.

The service is open ended. We are not engaged to take one step and stop. Once your file is open we deal with enforcement on the secured obligations your agreement covers for as long as your file is an Active File, and that can be long after the last instalment on your schedule has been paid. Section 17 sets out what keeps a file active and what ends it.

A lender can apply pressure at any time, and can do it again years later. If enforcement stops and then begins again on the same obligation, whether that is the following month or five years after you signed, your file simply continues. There is no new agreement, no further Base Service Fee and no second Account Management Fee. Clause 17.7 states that as a term, and it is the reason the fee is calculated as clause 13.2 describes.

What that covers, and what it does not, is set out below. The test is whether it is still the same secured obligation.

Licit ADS is not a law firm. We do not practise law and we do not provide legal services. We are not licensed by the Law Society of Ontario, and nothing we do is a substitute for advice from someone who is.

We do not give legal advice. Nothing on our website, in the portal, in our materials, or said to you by any employee, contractor or Referral Partner is legal advice, and none of it may be relied on as legal advice. Where legal services are required they are provided by independently retained Counsel.

We do not give financial, mortgage, credit, tax, accounting, insurance or debt advice, and we are not licensed to. We are not a mortgage brokerage and we do not arrange mortgages.

We are not a debt forgiveness or debt cancellation service. Your mortgage remains registered against the property unless and until it is lawfully discharged, paid out, settled or otherwise dealt with. Challenging enforcement, disclosure, documentation or accounting does not by itself eliminate the underlying debt, and the debt may remain owing even where enforcement is stopped, delayed or paused.

We are not a credit repair service. We do not undertake to improve, repair or alter your credit rating or credit report, and we make no representation about the effect of anything on your credit.

We do not represent you in any proceeding. We do not appear in court, we do not sign court documents on your behalf, and we do not conduct litigation. Only Counsel does that.

Our fees are for the service described in your service agreement. They are not payment of your mortgage, of any arrears, or of any amount owing to your lender, and paying us does not reduce what you owe your lender.

We do not contact your lender on your behalf. Where a communication with your lender, their lawyers or the court is required in respect of your matter, it is made by Counsel or by you, not by us.

We do not negotiate with your lender or with any other creditor, and we do not act for you in an arrangement with any of them. Where a matter reaches a point at which an arrangement or a negotiation is in prospect, that is conducted by Counsel under Counsel's own retainer with you, and section 6 applies to it.

We never take money from you to pay to your lender or to any other creditor. Every amount you pay us is our own fee for the service, or an amount your agreement applies to our own coordination work as clauses 6.10 to 6.12 provide. We do not operate a repayment plan, we do not hold funds for distribution to creditors, and we do not administer payments to your lender.

You continue to deal with your lender yourself, or through Counsel. If your lender contacts you, tell us and tell Counsel, and do not respond substantively without advice.

We do not remove a mortgage from title. We do not undertake, and we never represent, that a charge registered against your property will be discharged, deleted, expired or removed, whether after five years, after ten years, after any other period, or at all. Whether a limitation period affects a mortgage in any particular case is a question of law on the particular facts, it is answered by Counsel and not by us, and it is never automatic.

Enforcement being stopped, paused, deferred or withdrawn does not extinguish the debt and does not clear your title. If anyone tells you otherwise, including anyone connected with us, clause 7.5 applies and you should tell us.

Where your matter requires legal services, Counsel is a Canadian lawyer or law firm retained independently, and you are the client. Counsel reviews the legal sufficiency of your matter and controls every professional decision on it: the advice, the strategy, anything filed and anything said in a court. We coordinate the administrative and consultant work around that. Clause 6.6 sets out the authorisation that records it.

The relationship between you and Counsel is governed by Counsel's own retainer, by the rules of the Law Society of Ontario, and by professional obligations Counsel owes to you. Those obligations are owed to you, not to us.

We do not direct, supervise or control the professional judgment of Counsel, and we are not responsible for the acts, omissions, advice or professional conduct of Counsel or of any other independently licensed professional involved in your matter.

You may retain your own lawyer at any time, and we encourage you to. Nothing in these Terms or in any agreement with us restricts that.

We may engage a Service Provider to perform part of the service. We remain responsible to you for the service performed by a Service Provider on our behalf, on the same terms as if we had performed it ourselves. Clause 6.3 continues to apply to Counsel.

Where Counsel is engaged on your matter, you, Counsel and Licit ADS sign a single three way authorisation, our Form LPA 1. It records that you are Counsel's client, what Counsel may and may not tell us, what we do and do not pay for, and that nothing in it gives us any say over Counsel's professional judgment. You are given a copy and it is kept on your file.

You keep final authority over the objectives on your matter, after you have received Counsel's advice. Counsel may act without our approval where a professional obligation, a court deadline or your own protection requires it, and will tell us where Counsel is permitted to. No term of any agreement gives us a veto over Counsel's professional judgment, and any term that appeared to would be void as between us.

Counsel's fees, trust funds and accounts are separate from ours. Counsel's money is Counsel's, held and accounted for under Counsel's own professional obligations. We do not share in Counsel's fees, and no part of what you pay us is a division of a legal fee.

The authorisation sets out what Counsel may share with us and when confidentiality prevents it. Where the two conflict, confidentiality wins and Counsel tells us nothing. Clause 21.2 explains what that means for privilege.

Your Total for Service includes the Initial Legal Coordination and File Preparation Allocation, currently $2,000, described in clauses 13.7 to 13.10. You become responsible for it when you sign your service agreement, and it is collected with your opening instalment or across your first three instalments.

It pays for our own work: coordinating with the retained legal provider, assembling and managing your documents and the consultant material so that the legal provider can review it, and running the file around that review. Our covered work begins immediately, whichever collection option you are on.

It is our management compensation. It is not trust money, it is not a retainer, and it is not Counsel's fee. We do not describe it as money held in trust for you, we do not hold it for Counsel, and it is not represented to you as paying Counsel's professional fees. Legal advice, legal strategy and anything filed in a court remain Counsel's own professional work, charged and accounted for by Counsel.

If legal work beyond what is included is reasonably required, we come back to you first. You receive a written, itemised statement of what is proposed and what it costs, and your Total for Service changes only if you sign an amendment agreeing to it. You are free not to. You are never billed for an amount you did not agree to in writing beforehand.

Nothing in this section limits clause 6.4. You may retain your own lawyer at your own cost at any time, and we encourage you to.

No outcome is guaranteed. We do not guarantee, promise, warrant or represent that any enforcement step will be stopped, paused, delayed, defended or set aside; that you will keep your home or remain in possession of it; that any debt will be reduced, extinguished, restructured or settled; that any defence, claim or argument will succeed; or that any particular result will follow from anything we or Counsel do.

No responsible mortgage defence or legal service guarantees a particular result, and you should treat any such guarantee, from anyone, as a reason for concern.

What is available on any file depends on the facts of the case, the mortgage documentation, the conduct of the lender, applicable law, and the stage the proceeding has reached. Whether any particular point is available on your mortgage is assessed on your own documents.

Timelines we state, including any indicative response date shown in the portal, are working dates for the file. They are not legal advice, they are not a substitute for a deadline confirmed by Counsel, and they may change as a matter proceeds.

No employee, contractor, Service Provider or Referral Partner has authority to give you a guarantee, and any guarantee given to you by such a person does not bind us and may not be relied on.

Our fees are earned for the service performed. They are not contingent on any outcome, and they are not refundable by reason only that an outcome you hoped for was not achieved. Section 18 sets out when a refund is available.

Nothing in our marketing adds to what we have promised here. If any advertisement, sheet, page, script, presentation or conversation appears to promise that a debt will be eliminated, that enforcement will be prevented, that a mortgage will come off title, or that any period of time produces a discharge, it is wrong and it does not bind us. Tell us if you were told it, because we need to know and to correct it.

The service depends on what you give us. You agree to:

• Give us complete and accurate information, and correct it promptly if it changes
• Upload the documents we ask for, in full, including every page
• Forward any new correspondence or court document immediately, on the day you receive it
• Respond promptly to requests from us or from Counsel
• Meet the deadlines that apply to your matter
• Follow the instructions of the professionals handling your matter
• Keep your contact details current in the portal

Do not sign a settlement, accept terms, or make an admission or representation about your legal position without appropriate professional advice.

Delay and incomplete information reduce the options available to you, sometimes irreversibly. We are not responsible for a consequence that follows from information you did not give us, gave us late, or gave us inaccurately, or from a deadline missed because of it.

You confirm that information you give us is true to the best of your knowledge, and that you have the right to give us any document you upload.

Your obligations to your lender continue. Nothing we do relieves you of an obligation under your mortgage, and you remain responsible for deciding, with appropriate advice, what payments to make.

You need an account to use the portal. You are responsible for keeping your credentials confidential and for everything done through your account.

Tell us immediately if you believe your account has been accessed without your authority.

One account belongs to one person. Do not share it. Where a file has more than one client, each may be given an account.

You may give your Referral Partner permission to help you with parts of your file, such as uploading a document or completing a detail you have left blank. That permission is given by you in the portal and you may withdraw it at any time. Anything done under it is recorded against the name of the person who did it and reported to you.

Licit ADS may also grant a Referral Partner standing access to assist on files they refer. Where that applies, you are told each time it is used, and clause 9.4 continues to apply to anything you have not separately permitted.

We may correct your details on your file where we have checked the correction against your documents. We record who made it and why, and we tell you what changed. If a correction is wrong, tell us and we will put it back.

Use the portal only for your own file and only for the purpose it is provided for. You must not:

• Upload anything unlawful, or anything you do not have the right to give us
• Impersonate another person or misrepresent your authority to act
• Attempt to access a file, account or record that is not yours
• Interfere with the portal, probe it for weaknesses, or attempt to defeat any security measure
• Copy, scrape, republish or resell any part of the portal or its content
• Use the portal to send anything abusive, threatening or harassing

We may suspend or close an account that is being used in breach of clause 10.1. Where we do, we tell you and, unless we are prevented from doing so, we tell you why.

You keep ownership of everything you upload. You grant us a licence to use, store, copy and share it as necessary to provide the service, including sharing it with Counsel and with a Service Provider working on your file.

Keep your own copies. The portal is not a document archive and you should not treat it as your only copy of anything.

We may refuse or remove an upload that is not legible, is not what it purports to be, or should not be on the file. Where we do, we tell you why and what we need instead.

Where a document has been filed or issued in respect of your matter, we may put a copy on your file with a status. We control when such a document is released to your view, so that you are not shown a working copy as though it were final. Once released it stays on your file.

The portal is provided as is and as available. We do not warrant that it will be uninterrupted, error free, or available at any particular time.

We may change, suspend or withdraw any part of the portal, and we will give reasonable notice where we can.

Never rely on the portal alone to meet a deadline. If you cannot reach it and something is time sensitive, contact us by the means in section 28 immediately.

Our current fee structure is set out below. The figures that apply to you are fixed in your written agreement, which is provided before you commit, and that agreement governs.

The Total for Service is the Base Service Fee plus the Account Management Fee. It is stated to you as a single dollar figure, in writing, before you accept it, together with the Enforcement Exposure Amount and how it was calculated, each component, and your complete instalment schedule. Nothing is charged that is not on that statement. The Account Management Fee is calculated on the whole of that figure because the service is priced for the whole of the exposure and for however long it runs, not for a single step or a single piece of work. Clauses 4.8 and 4.9 explain what that buys, and section 17 states it as a term.

Nothing is added to the Total for Service for anything described in these Terms. The only amounts that can ever be payable beyond it are: applicable taxes; an excess above the amount allocated to legal cost that you have agreed to in writing in advance under clause 6.13; the missed payment charges in clause 14.12; and a third party disbursement your agreement identifies separately and you have separately agreed to. Each of those is itemised, and none of them is a fee of ours.

A registration fee of $1,750 is charged when you register, under a short separate Registration Agreement that you sign then. It is credited dollar for dollar against the Total for Service if your file is accepted, so it is not an additional cost: it is the first part of what you would pay in any event, paid earlier. Before you pay it, that Registration Agreement tells you:

• That it will be credited against the Total for Service if your file is accepted
• That you may instead defer it to your first instalment, or spread it across your first three, on request
• That registering does not guarantee we will accept your file or achieve any outcome
• Every circumstance in which it comes back to you as cash, and your cancellation rights
• What we do during the registration review, and the point at which the service agreement is offered to you

The registration fee is refundable. It is refunded in full if we decline your file, except as clause 3.5 provides, and if you cancel under section 16. Where the service ends after that, the fee has already been credited against the Total for Service and section 17 governs what is payable.

If you cannot pay it at registration, you do not lose the file. At your request it is instead either added to your opening instalment, or spread evenly across your first three instalments. Either way it is credited against the Total for Service in the same way, and asking costs you nothing and delays nothing. Your file opens on registration whichever you choose.

Part of the Total for Service is brought forward onto your opening instalments to pay for the coordination and file preparation work that has to happen at the start. That part is the Initial Legal Coordination and File Preparation Allocation, currently $2,000. You become responsible for it when you sign your service agreement, and clauses 6.10 to 6.12 say what it pays for and what it is not.

Bringing that amount forward does not increase the Total for Service by one dollar. Your opening instalment is larger by the amount brought forward, the instalments at the end of your schedule are smaller by the same amount, and the schedule still totals the Total for Service. Your agreement and your portal both show the instalments as adjusted, and both show the figure they were adjusted from.

The allocation is taken either on the opening instalment or spread evenly across your first three instalments, which is to say across ninety days. Which applies to you is set out in your agreement. Spreading it requires approval inside Licit ADS; you may ask for it, and asking costs you nothing.

Where both the registration fee and the allocation fall on your opening instalments, we show you the combined figure for each of those instalments before you sign anything, next to what the instalment would otherwise have been. Neither amount changes the Total for Service.

All amounts are in Canadian dollars. Applicable taxes are additional unless stated otherwise, and are shown separately.

We charge no interest and no financing charge on the Total for Service, and none accrues on an overdue amount. Deferring the registration fee or spreading the allocation costs you nothing: there is no fee, charge or interest for either, and there is no penalty for paying early. Clause 14.12 sets out the only charges that can arise if a payment is missed.

A separate fee arrangement may be available to eligible Home Royaltie clients, including a reduced Account Management Fee. Any discount, reimbursement or subsidy is confirmed in your written agreement. A future reimbursement is not guaranteed unless your agreement expressly guarantees it.

We may change our published fee structure at any time. A change does not affect a Total for Service already fixed in a signed agreement.

Before you commit to anything, we give you a single written statement. If something is not on it, it is not owed. It contains:

• Each mortgage and lender included, the property, and the date and amount of each payout statement
• The Enforcement Exposure Amount as a dollar figure and the complete percentage calculation
• The Base Service Fee, and the Total for Service as a single dollar figure described as the maximum
• How the $1,750 is treated: credited, refundable, and which collection option applies to you
• How the $2,000 is treated: inside the Total for Service, and which collection option applies to you
• Every monthly instalment, the final cent adjustment, and the total of all payments
• Three early exit examples on your own schedule, one of them showing the increase to $26,000 at month six
• What we continue to do after you have finished paying, and the events that close or make your file inactive
• That the debt is not eliminated, that nothing is removed from title, and that no outcome is guaranteed
• Your cancellation rights, who to complain to, and our recommendation that you obtain independent legal advice

Where available and approved, the Total for Service may be paid by fixed monthly instalments over a term set out in your agreement, or in a single payment. Both options are priced and sent to you together, and you choose.

Payment methods currently accepted may include credit card, Interac e Transfer, direct deposit, pre-authorized debit and other approved methods.

A payment is received when the funds have actually reached us and cleared, and it is recorded on your account when an administrator has confirmed it. Until then it shows as pending, it does not reduce your balance, and no invoice is issued for it.

Every payment received is invoiced in the portal, including the registration fee, and your running balance is updated at the same time.

Where you have authorised pre-authorized debit, the authorisation is governed by the terms you agreed when you gave it. You may cancel it in accordance with those terms, but cancelling it does not change what is due or when.

You may pay early or pay more than the amount due at any time, without charge.

Where you pay by instalments, the complete schedule is attached to your agreement: every instalment, its date, its amount, and the running total. The instalment term is stated in your agreement and is thirty six months unless your agreement says otherwise.

The instalments on your schedule, together with the registration fee, add up to exactly the Total for Service and no more. The opening instalments are larger because of clause 13.9, and where clause 13.6 applies because of that too; the closing instalments are correspondingly smaller. The last instalment is adjusted for rounding so that the schedule totals to the cent.

Your schedule is not the term of the service. The schedule says when you pay. Section 17 says how long we work on your file, and the service can continue after the Total for Service has been paid in full.

Every figure in section 17 is worked out from your own attached schedule, not from an average instalment or a worked example. Where a worked example appears in any material we give you, your schedule governs.

Before you sign, we give you in writing: the Total for Service and what it would be if paid at once; the amount credited at registration; the exact financed balance; the number, amount and date of every instalment including the larger opening instalment and the adjusted final one; that there is no interest, no financing charge and no prepayment penalty; the charges in clause 14.12; the notice and cure period in clause 14.13; and three worked early exit examples on your own schedule, one of which is at month six.

Where a scheduled instalment is missed you are responsible for a late payment charge of $50 for that instalment. It is charged once for each missed instalment and it does not compound. In addition you are responsible for the actual bank or processor charge on a returned payment, and for reasonable third party collection costs we actually incur after a default that has not been cured. Nothing else is charged, and no interest accrues on anything.

If you fall into default we tell you in writing and you have thirty calendar days to put it right. During that period we keep working on your file and we protect any urgent deadline. After it, we may suspend the parts of the service that are not urgent, or end the service under section 17, according to how serious the default is and what it affects.

Falling behind does not make the whole Total for Service fall due at once. There is no acceleration clause in your agreement, and section 17 governs what is payable if the service ends.

Before we approve a monthly payment arrangement we carry out a documented review of your income, your expenses and your ability to pay, with you. If the schedule is not affordable we say so rather than approving it, and we tell you what we can do instead.

If you were referred to us, we pay your Referral Partner a commission. It is calculated as a percentage of your Total for Service, and it is paid to them month by month across the same schedule you are on. A separate one time amount may also be paid to them on a qualifying signing, with their first monthly payment. Neither affects what you pay.

You pay no more because you were referred. The commission comes out of what we receive. It is not added to your Total for Service and it does not affect what you owe.

A Referral Partner is not our agent for the purpose of making promises about the service. They cannot give legal advice, cannot commit us to anything, cannot give you a guarantee, and cannot vary these Terms or any agreement. Anything a Referral Partner tells you that conflicts with these Terms or your written agreement does not bind us.

A Referral Partner sees the progress of your file and can message you. They see nothing further unless we have granted it, and they never see your banking or card details at any level of access.

A Referral Partner may propose a correction to your details. Nothing on your file changes until an administrator at Licit ADS has approved it, and you are told what changed.

Where the Referral Partner is a licensed mortgage brokerage, the commission is paid to the brokerage, not to an individual broker or agent. How the brokerage then remunerates the individual is a matter for the brokerage under its own obligations.

Every Referral Partner is responsible for satisfying themselves that they are permitted to refer you and to receive a fee for doing so under any licence, registration, professional rule or code of ethics that applies to them, and confirms to us in their referral agreement that they are. We do not pay a referral fee where we know or ought to know that the recipient is not permitted to receive it.

Not every profession is permitted to be paid for a referral, and some are expressly prohibited. Where a category of referrer cannot lawfully be paid, we do not pay them, and the fact that someone referred you never changes the service you receive or what you pay.

Your Referral Partner, if you have one, is named on your file and visible to you in the portal. If you would rather they had no involvement, tell us and we will remove their access, and clause 9.4 applies.

You may cancel your agreement with us within ten days of receiving a copy of it, for any reason, including that you have changed your mind. You do not have to give a reason.

To cancel, tell us in any way that lets you show you did: a message in the portal, an email, or a letter. It takes effect when you send it, not when we read it.

On cancellation under clause 16.1 we refund every amount you have paid, within fifteen days of the day you cancelled.

Where a statute gives you a longer period or a better right, that period or right applies instead.

Cancelling stops work on your file. If a deadline is running on your matter, cancelling does not stop it, and you should obtain advice immediately about how the deadline will be met.

You may end the service at any time by telling us in writing. Your cancellation rights under section 16 come first; where they apply, they apply and nothing in this section reduces them. Once they have run, what is then payable is the Service Satisfaction Amount under clause 17.12.

We may end the service on written notice where:

• You materially breach these Terms or an agreement with us and do not put it right within thirty calendar days of being asked to
• Information you gave us was materially false or misleading
• You ask us to do something unlawful, or something we are not permitted to do
• Continuing would put us in breach of a legal or professional obligation
• Your account is in default under your payment agreement and remains so

We may end the service on thirty days written notice for any other reason, in which case we refund the portion of fees paid for work not performed.

On termination we tell you what stage your matter has reached, give you a copy of the documents on your file, and where Counsel has been retained, tell you who to contact. Ending the service with us does not end any retainer between you and Counsel.

Your instalment schedule is not the term of the service. We work on your file for as long as it is an Active File. That can be longer than your schedule, and the service does not stop because the Total for Service has been paid in full.

While your file is an Active File, and including after you have paid the Total for Service in full, we continue to:

• Review your file formally every quarter and record that review
• Monitor lender communications we receive
• Respond to renewed enforcement through the appropriate licensed or qualified provider
• Report your status to you and coordinate with the legal provider
• Assess the lawful resolution options available to you

The Account Management Fee is charged once for a secured obligation. If your lender stops enforcement and later begins again on the same obligation, whether that is months or years after you signed, there is no second Account Management Fee, no new Base Service Fee and no new agreement. The file simply continues, at no additional cost to you.

A file stops being an Active File when any of the following happens:

• A verified sale of the property
• A successful refinancing
• Full repayment of the lender, or discharge of the mortgage
• You ask us to stop, under clause 17.1
• The service ends because of something you did, after the notice this section requires
• A final and binding outcome makes further performance impossible, or continuing would be unlawful

After ninety days of inactivity and two written attempts to reach you, we may mark your file inactive. That is not the same as closing it. We tell you in writing when we do it and what would reopen it, and reopening is free for as long as the same secured obligation is still within your agreement.

Every way the service can end falls into one of five classes. Which class applies decides what you pay, and it is decided by what actually happened, not by what it is called.

A resolution is not a breach. If you sell, refinance or are paid out, that is the matter being resolved. We treat it as the service having done its work, we provide a statement, and clause 17.12 applies. We do not charge you the whole unpaid balance of the Total for Service because the matter ended early and well.

Where the service ends in one of the first three classes in clause 17.10, the amount payable is the Service Satisfaction Amount:

• Months 1 to 5, the instalments falling due on your schedule up to the effective closing date, and nothing more
• Months 6 to 12, the greater of those instalments and the Minimum Earned Service Amount
• Month 13 onward, those instalments, subject to the Minimum Earned Service Amount as a floor
• After the Total for Service is paid, nothing further, and no further Account Management Fee merely because your file stays active

The Minimum Earned Service Amount is $26,000. It applies only after six completed service months, and only where the service ends in one of the first three classes in clause 17.10. It is not a cancellation charge and it is not a penalty: it is the amount treated as earned for the intervention, the coordination and the continuing commitment described in clauses 4.8 to 4.10. The Service Satisfaction Amount is never more than the Total for Service, however the service ends and however long it has run.

The minimum never applies where the reason is not yours. Where we cannot perform, where a change in law makes the service unlawful, or where a final order makes further performance impossible, the amount payable is only the instalments falling due on your schedule up to the date the service ends, and any excess you have paid is refunded within thirty days.

Every dollar you have paid is credited against the Service Satisfaction Amount, dollar for dollar. The Service Satisfaction Amount is your total obligation at closing, not an amount added on top of what you have already paid. If you have paid more than it, we refund the difference within thirty days of the day the service ends, by the method you paid by wherever that is possible.

Whenever the service ends we give you a closing statement within fifteen days. It shows the Total for Service, every payment you made, the class under clause 17.10 and why it applies, the Service Satisfaction Amount and how it was calculated from your own schedule, and the balance owing or refundable.

The Service Satisfaction Amount is the most you can be asked to pay on a sale, a refinance or a lender payout. Our senior management may agree to accept less, and where they do it is recorded in writing with the original amount, the discount and the reason. Nothing is added: no further charge, no further percentage, no administration fee.

You give us proof of the sale, the refinancing or the repayment within ten business days of our asking, or of completion. We then calculate the Service Satisfaction Amount, verify what you have paid, and give you the closing statement. A settlement is not binding until it is in writing and the agreed funds have cleared.

If proof is late we ask again in writing and give you a further ten business days, and only then does the notice in clause 17.21 begin. We do not assume the highest possible amount, and we do not accelerate the whole remaining Total for Service, because proof is late.

The amount may be paid from the closing proceeds, but only if you have signed a separate written direction saying so, and you may withdraw that direction at any time before closing. We do not claim a lien, a mortgage, a charge, a personal property security interest, an interest in your property or any priority over your proceeds, and nothing in these Terms creates one. Our claim is a contractual one against you and nothing more.

Where we say you have stopped cooperating, we tell you in writing exactly what we need and why, and you have thirty calendar days to put it right. Only if you do not is the service treated as having ended in the third class. During that period we keep working on your file and we protect any urgent deadline.

The thirty day period does not apply, and we may suspend the service immediately, only where there is fraud, deliberate material misrepresentation, an unlawful instruction, a threat or danger to anyone, concealment of a sale, refinance or payout, an obstructive unauthorised transfer of title, or interference with the legal provider. Even then we preserve your file and take reasonable steps about any deadline we know is imminent, and we tell you what we have done.

On the death or incapacity of a client, we offer the estate, the surviving owner or an authorised representative the option to continue the file on the same terms. Only if continuing is not possible does the service end, and clause 17.12 applies to it. Our senior management may reduce the amount for hardship, and where a family is dealing with a death we expect that to be considered rather than waited for.

A transfer of title is classified by what it actually is: a sale, a refinance, an estate transfer, or a transfer that prevents the service. A transfer that does not prevent us from continuing does not end anything.

If a court or a tribunal permits enforcement to proceed, your file is not closed automatically and your schedule simply continues. We carry on with whatever lawful contracted work remains. Only a final and binding outcome that makes further performance impossible ends the file, and then clause 17.14 applies and no minimum is charged.

If continuing any part of the service becomes unlawful, we stop that part immediately, we tell you, we preserve your file, we tell you what a person who can lawfully continue would need, and clause 17.14 applies.

Sections 5, 7, 11.1, 18, 20 to 25 and 27, and clauses 17.12 to 17.20, survive the service ending.

A refund is available:

• Of the registration fee in full, if we decline your file, except as clause 3.5 provides
• In full, if you cancel within the period in section 16
• In part, for work not performed, if we end the service under clause 17.3
• Of the difference, if you have paid more than the Service Satisfaction Amount, under clause 17.15
• Of the excess within thirty days, where we cannot perform or performance becomes impossible, under clause 17.14
• Where a statute requires it
• Where we agree to one

A fee is not refundable by reason only that the outcome was not what you hoped for, or that enforcement proceeded, or that a defence did not succeed. Fees are for the service performed, not for a result.

A refund is paid by the method you paid by, unless that is not possible. A registration refund is returned to the original payment method. Every other refund is paid within thirty days of the day it becomes payable, and a refund required by statute is paid within the time the statute requires.

An amount already paid to a court, or to a third party on your instruction, is refundable only to the extent it is recoverable from that recipient. Counsel's own fees are dealt with under Counsel's retainer with you, not by us.

The registration fee is returned to you in full, by the method you paid it, where we decline or cannot accept your file, where the legal review determines the service cannot proceed, or where you cancel within a period the law gives you. Where you cancel before substantive work has begun and no statutory period applies, our management may approve a cash refund; otherwise clause 13.4 applies and the fee is credited.

We communicate with you through the portal and by email, and by telephone or post where appropriate. You consent to receiving notices, agreements, invoices and statements electronically.

A message posted to your file in the portal is treated as received by you on the day it is posted. Keep your email address current, and check the portal.

Automatic reminders are sent about payments due. A reminder is a courtesy. Not receiving one does not change what is due or when.

You may sign agreements electronically. An electronic signature has the same effect as a signature by hand. Where an agreement also requires a notarised copy or an original signed by hand, that requirement is set out in the agreement and applies in addition.

We may send you service messages about your file at any time. You may opt out of marketing messages without affecting service messages.

We handle personal information in accordance with our Privacy Statement, which forms part of these Terms.

In summary, we collect what we need to provide the service, we share it with Counsel, with a Service Provider working on your file and with your Referral Partner only to the extent described, we keep it while your file is open and for as long as we are required to afterwards, and we do not sell it.

Access to your file inside Licit ADS is controlled, and every view, decision and change is recorded against a name and a date. You may ask for access to your personal information and for a correction to it.

Your information is stored in Canada and accessed from Canada. That is the rule for every Ontario client, and it applies to your documents, your file and your correspondence.

Access is limited to authorised Licit ADS employees in Canada, Canadian contractors under written confidentiality agreements, the retained Canadian legal provider, and approved Canadian technology providers. Nobody else has access, including anyone in another part of our operation.

One exception is disclosed rather than buried: a payment processor outside Canada may unavoidably handle limited transaction metadata, such as the card or transfer details needed to take a payment. Our Privacy Statement names what that is, who handles it and where. Your documents and your file never leave Canada.

We keep your information for the period in our written retention schedule, then securely destroy it and record that we did. We maintain a written plan for responding to a privacy incident, covering containment, investigation, preservation, assessment, reporting to the regulator where required, and telling you.

If the Privacy Statement conflicts with this section, the Privacy Statement governs.

We keep what you tell us confidential and use it only to provide the service, except where disclosure is required by law, permitted by your agreement, or necessary to Counsel or to a Service Provider working on your file.

Communications with Licit ADS are not protected by solicitor client privilege. Privilege attaches to communications with Counsel, not to communications with us. If a matter is sensitive, raise it with Counsel.

The portal, our website, our materials, our templates and our brand belong to us or to our licensors. You may use them only as needed to use the service.

Nothing in these Terms transfers ownership of anything to you, and clause 11.1 governs what you upload.

Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that may not be limited at law.

Subject to clause 23.1, we are not liable for indirect, consequential, special or punitive loss, or for loss of profit, loss of opportunity, loss of the property, or loss arising from a decision made by a lender or a court.

Subject to clause 23.1, our total liability arising out of or in connection with the service is limited to the fees you have actually paid us in respect of the file to which the claim relates.

We are not liable for a loss arising from a failure by you to meet clause 8.1, from information you did not give us or gave us late, or from an instruction you gave us.

We are not liable for the acts or omissions of Counsel, as clause 6.3 provides, or of your lender, a court, a notary, a bank or a payment processor.

A claim must be brought within the period allowed by the Limitations Act, 2002.

You will indemnify us against a claim, loss or cost we suffer arising from information you gave us that was materially false, from a document you gave us that you had no right to give us, or from your use of the portal in breach of section 10.

This clause does not apply to the extent the claim arises from our own negligence or breach.

Tell us. Raise it in the portal or by email to the address in section 28, and we will acknowledge it within five business days and respond substantively within thirty days.

If your complaint is about Counsel, raise it with Counsel, and you may also raise it with the Law Society of Ontario.

If we cannot resolve it, we will try in good faith to agree a means of resolving it, which may include mediation. Nothing in this section prevents you from bringing a claim in court, including in the Small Claims Court, or from making a complaint to Consumer Protection Ontario or any other regulator.

We may change these Terms. The current version is always posted on our website with its version number and effective date.

Where a change materially affects you, we will give you at least thirty days notice through the portal and by email before it takes effect, and we will say what is changing.

A change to these Terms does not change an agreement you have already signed, and it does not change your Total for Service.

If you do not accept a material change, you may end the service under clause 17.1 before it takes effect, and section 18 applies.

Governing law. These Terms are governed by the laws of Ontario and the laws of Canada applicable in Ontario. The courts of Ontario have jurisdiction, and nothing in this clause limits a right you have to bring proceedings elsewhere where the law gives you that right.

Severability. If a provision is unenforceable, it is severed and the rest continues in force.

No waiver. A failure to enforce a provision is not a waiver of it.

Assignment. You may not assign these Terms. We may assign them to a successor of our business on notice to you.

Force majeure. Neither party is liable for a delay caused by something outside its reasonable control, but this does not excuse a failure to pay.

Independent parties. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship.

Language. The parties have required that these Terms be drawn up in English. Les parties ont exigé que la présente convention soit rédigée en anglais.

Licit Action Defence Solutions Inc.

The address, telephone number, email and signing officer that appear on every agreement, invoice and statement we issue are held in one place and changed in one place, so they are current.