+1 647 492 7672
1 Yonge St. #1801
Toronto, ON M5E 1W7
STANDARD TERMS AND CONDITIONS FOR STARTUP SERVICES
The Client, his/her/their associates, business partners and all authorized representatives, (collectively hereinafter collectively referred to as “Client”, or “I/WE/US”) agree to be bound by these standard Terms and Conditions in the work performed by Canada Startup Company, it’s officials, employees, vendors, agents and Associates (hereinafter collectively referred to as “CSC”).
The Client(s) ACKNOWLEDGE that CSC or the Licensed RCIC / Lawyer has not undertaken to advise me as to any other matters, except as referred explicitly in the retainer agreement.
A. CLIENT’S RIGHTS
I/WE UNDERSTAND that if I/WE have any complaints regarding the legal services or advice provided by any Lawyer under this agreement, I/WE may contact:
The Law Society of Upper Canada, Discipline Committee
Osgoode Hall, 130 Queen Street, West
Toronto, Ontario, M5H 2T6
I/WE UNDERSTAND that in the event of a dispute related to the Code of Professional Ethics, the Client and RCIC are to make every effort to resolve the matter between the two (2) Parties. In the event a resolution cannot be reached, the Client is to present the complaint in writing to the RCIC and allow the RCIC 90 days to respond to the Client. In the event the dispute is still unresolved, the Client may follow the complaint and discipline procedure outlined by the Council on their website under the heading “File a Complaint.” NOTE: All complaint forms must be signed.
ICCRC Contact Information:
Immigration Consultants of Canada Regulatory Council (ICCRC)
5500 North Service Rd., Suite 1002
Burlington, ON, L7L 6W6
Toll free: 1-877-836-7543
I/WE AGREE TO PAY ALL DISBURSEMENTS (photocopies, facsimiles, postage, courier, bank charges, filing fees, long distance, etc.) incurred by CSC on my behalf upon its rendering accounts for same, without regard to the success of my Work Permit and Permanent Residence applications.
I/WE ACKNOWLEDGE that the Government of Canada imposes cost recovery for my applications for a Work Permit and Permanent Residence and that these fees are not included in CSC’s fees.
I/WE AGREE to pay the Government of Canada’s cost recovery fees for my Work Permit and Permanent Resident Applications in the following amounts:
1. Principal Applicant: Work Permit CAD $385 + $85 biometrics (if needed); Permanent Residence: CAD $2,075 + $85 for biometrics (if needed)
2. Spouse: CAD $100 (Visitor Record) + CAD$1,575 (Permanent Residence) + CAD$85 biometrics (if needed)
3. Child: CAD $100-$150 (Visitor Record or Study Permit) + CAD $225 per child (Permanent Residence) + CAD$85 biometrics (if needed)
I/WE ACKNOWLEDGE that the cost recovery fee is payable at the time my application is filed and is non-refundable.
I/WE UNDERSTAND that the government fees are subject to change without notice.
I/WE AGREE to pay the INCUBATOR’S or any other DESIGNATED ORGANIZATION’S fee for their services.
I/WE UNDERSTAND that such INCUBATOR or DESIGNATED ORGANIZATION fee amount, fee payment, refund and all other conditions are controlled by such DESIGNATED ORGANIZATION and maybe subject to change without notice.
I/WE AGREE to pay any STARTUP BUSINESS expenses that the new business hatched for me will incur. A sample of these expenses is Office Lease, Online Advertising Costs, Staffing Costs etc. I/WE AGREE that if CSC pays for these costs, then I/WE will promptly reimburse CSC for these costs.
I/WE UNDERSTAND that I/WE have the right to request CSC for a budget and my explicit approval before incurring any disbursement or expense greater than CAD $5,000 which is not already in the Work & Payment Schedule.
C. TAX AND FINANCIAL LAW COMPLIANCE
I/WE UNDERSTAND THAT I/WE may be required to pay the Harmonized Tax at the rate of thirteen percent (13%) on fees and disbursements, depending upon my status as a “resident of Canada” upon CSC’s provision of services to me.
I/WE AGREE that all payments to CSC shall be made to the bank account of CANADA STARTUP COMPANY IN-TRUST
I/WE AGREE that any refunds from CSC shall come only to the bank account in the name of the Client into the country from which the payment was first sent.
D. ACCURACY AND PROMPTNESS OF INFORMATION PROVIDED
I/WE HEREBY AGREE that any information I/WE provide to CSC may be forwarded or communicated by the firm to any governmental body or any official thereof, if required, as part of, or in any way related to, my application, and I/WE hereby give my consent and authority for the disclosure of such information.
I/WE HEREBY AGREE that all information which I/WE may provide to CSC is truthful and accurate and acknowledge that any inaccuracies with respect to the same may seriously affect the approval of my Letter of Support, Work Permit and Permanent Residence applications.
I/WE AGREE to inform CSC of any communication received from the Canadian government, Canadian Designated Organizations, Investors or associated entities and to provide CSC with any changes in information relating to my family’s address, employment,marital status or any other information or circumstances bearing on the case. I/WE also agree to execute forms as required and obtain all documents and information that may be necessary to the processing of my application.
E. USE OF AGENTS
I/WE AGREE to authorize CSC to employ such counsel, agents or experts as deemed necessary, and CSC is further authorized to incur such disbursements as it deems necessary in the execution of these services.
I/WE AUTHORIZE CSC to execute on my behalf, any consents, documents, releases, and to do all things reasonably necessary to properly conduct and conclude our matter, acting in good faith, in accordance with instructions on my/our behalf.
I/WE AUTHORIZE CSC, and its authorized representatives and agents, to collect, use, and disclose my/our personal information, as permitted by law, and for the purpose of conducting the above matter, as may be reasonably required in the discretion of CSC, provided that CSC will not collect, use, or disclose medical or financial or other personal information, except as properly required to conduct the matter for which CSC is retained, or as otherwise permitted by law, without my/our further expressed consent.
F. CLIENT(S) RESPONSIBILITIES AND COMMITMENTS
Upon request from CSC, I/WE AGREE to provide all necessary documentation. Documents in a language other than English must be accompanied by a certified English translation.
I/WE AGREE that CSC shall have the final authority to modify and/or proceed with the application without any protest from us
I/WE AGREE that CSC reserves the right to add multiple other investors/co-founders with I/WE/US while being in compliance with Startup Visa Regulations..
I/WE AGREE not to enter into any agreement(s) designed to bypass this agreement with CSC.
I/WE AGREE to fully indemnify and hold harmless CSC from and against any and all liability, actions, causes of action, claims, damages, expenses, costs, debts, demands or losses suffered or incurred by CSC as a result of entering into this agreement with the Client and subsequent works performed under this agreement on the Client’s project.
All information and documentation reviewed by CSC, required by CIC, HRSDC, IRB, Incubators, Angel Investors and their organizations, Venture Capitalists and other relevant organizations, and used for the preparation of the application will not be divulged to any third party, other than agents and employees, without prior consent, except as demanded by law.
I/WE AGREE to the use of electronic communication and storage of confidential information and holds CSC harmless as long as reasonable efforts are made by CSC for securing such confidential information.
I/WE AGREE that all information and discussions with CSC and any documentation created by CSC are highly confidential. The client agrees that disclosing information discussed with CSC or matters discussed to a third party can cause immense harm to CSC financially and it’s reputation and that CSC will have all rights under the law to demand reparations from the Client if confidentiality is broken. Client thereby agrees to keep information, discussions and documentation completely confidential. The Client understands and agrees that disclosure of Confidential information may cause IRREPARABLE HARM to CSC and other CSC clients.
H. UNBILLED AMOUNTS AND RISK SHARING
CSC works on the basis of an IN-TRUST billing and accounting system. I/WE consent to send CSC fee in advance of services to be performed. After satisfactory completion of such services, CSC reserves the right to move forward deposits held in CSC’s IN-TRUST account to CSC’s operating / revenue accounts.
CSC agrees to send any non-billed amount in trust with CSC back to the client’s originating account. The client further agrees that if the client chooses not to pursue his/her application after work has been put in by Canada Startup Company, then any work already performed by CSC shall be considered chargeable from deposits IN-TRUST with CSC.
I/WE UNDERSTAND AND CONSENT to signing a Goodwill Discharge agreement with CSC if a goodwill discharge of the client’s funds held IN-TRUST with CSC is required.
I/WE AGREE that the Risk-Sharing or refund by CSC is conditional to the Client not being in violation of other terms of this agreement and is based on the Client putting in the Client’s best effort on a good faith basis.
I/WE UNDERSTAND that the Startup Visa process is a complex multi-step process. That CSC shall make best efforts to stick to the timelines presented to the Client but these timelines are based on best understanding of CSC as of the date these presentations were done. Various Designated Entities involved in this process run cohorts with cut-offs for applications. Various Government Departments could change their timelines and those could impact the overall process of the Client’s application. I/WE UNDERSTAND AND AGREE that CSC and it’s associates are involved in the Startup ecosystem and may be in positions where they will need to declare a Conflict of Interest. The client understands that such a Conflict of Interest obligation on CSC will override any Performance Assurance obligations that CSC may have and / or the Client may deem for CSC to have.
The Client agrees that Performance Assurance by CSC is a goodwill gesture and shall not ever be misconstrued as “Pay to Play”. CSC makes no assurances of approvals.
I. OWNERSHIP AND MARKETING
I/WE AGREE to provide CSC an option to become a co-founder in such a new Startup Enterprise as (1) ideated, (2) created and (3) launched (These 3 put together hereinafter referred to as Hatched) in Canada by CSC (hereinafter referred to as Future Startup) and agrees to provide an option of upto a 30% common equity stake such Future Startup.
I/WE AGREE to let CSC use the Future Startup, Future Startup’s co-founder status and Future Startup’s Hatching process in CSC’s marketing material.
CSC understands this stake shall not apply to any of the Client’s existing assets.
CSC further acknowledges that more investments in the Future Startup shall dilute the value of CSC’s ownership percentage in the Future Startup.
CSC acknowledges that the Client has no obligation either under this agreement or under the Acts and Regulations governing Canada’s Start-up Visa, as they stand today, for the Client to make the Future Startup successful or profitable.
BOTH parties understand that the true value of this clause is to keep focus towards providing long term viable solutions on a best effort basis for the Client and for the Client to get continued advice / access to CSC’s team of Advisors.
I/WE UNDERSTAND that I/WE can opt-out of this clause in the Work & Payment Schedule at the time of signing of this agreement without affecting the rest of this agreement.
J. INTELLECTUAL PROPERTY AND NON-COMPETE
CSC shall retain intellectual property and copyright on documentation created in this process. The Client shall reserve perpetual and inalienable right to use that documentation in the Future Startup. The Future Startup shall have rights to modify such documentation to the adapting needs of the Future Startup as long as the Future Startup and the Client do not use CSC’s work to compete against the current set of CSC services provided under this agreement. The Future Startup and or the Client shall not re-sell this documentation or adapt such documentation for third parties.
I/WE AGREE that I/WE shall not compete with CSC and shall not engage in the business of using documentation generated under this agreement or a derivative thereof for providing services similar to those as rendered under this agreement.
K. PURVIEW OF THIS AGREEMENT
I/WE UNDERSTAND that the authority of CSC to act on my behalf shall include any of my family members included in my application for temporary residence and that the provisions of this Agreement shall be applicable to such family members.
I/WE UNDERSTAND that this agreement supersedes all oral or written representations made to me.
L. TERMINATION OF AGREEMENT
I/WE ACKNOWLEDGE that CSC reserves the right to rescind and revoke this Agreement at any time if the information given to either CSC or the Canadian government is found to be untruthful, misleading or false, or if any account rendered by CSC remains unpaid.