Terms of Service
1. Who these Terms are between, and how they are accepted
These Terms of Service (the “Terms”) are between Leximanage Inc., a corporation incorporated under the Canada Business Corporations Act (the “Provider”, “we”, “us”), and the law firm or other licensee that subscribes to the Service (the “Firm”, “you”).
The Firm accepts these Terms by agreeing to an order form that references them, by accepting them during online sign-up, or by using the Service — whichever happens first. The individual who accepts on the Firm’s behalf confirms that they are authorised to bind the Firm.
These Terms assume a business-to-business relationship with a regulated professional. They are not consumer terms.
2. Definitions
“Client Information” means information relating to the Firm’s clients, former or prospective clients, and other persons involved in the Firm’s matters, that the Firm or its Users put into the Service — including matters, contacts, documents, financial statements, calculations, and trust and accounting records. Client Information may be subject to solicitor-client privilege.
“Firm Data” means all data the Firm or its Users put into the Service, including Client Information and the Firm’s own business records.
“Service” means the LexiManage practice-management software and, for Hosted deployments, its operation by the Provider.
“Deployment” means how the Service is delivered, being one of: (a) Hosted — the Provider operates the Service on infrastructure it controls; (b) Firm-hosted — the Provider operates it on infrastructure the Firm controls; or (c) On-premises — the Firm installs and operates the Service on its own systems.
“Reference Data” means the legal and financial reference content included with the Service: court and courthouse records, procedural rules and practice directions, tax tables and payroll rates, child-support tables, prescribed court forms, and the clause and precedent libraries.
“User” means an individual authorised by the Firm to use the Service under a seat.
3. Licence to use the Service
3.1 Subject to these Terms and payment of any applicable Fees, the Provider grants the Firm a non-exclusive, non-transferable, revocable licence for its Users to use the Service for the Firm’s own legal practice during the Term.
3.2 The Firm shall not, and shall not permit any person to: resell, sublicense, or provide the Service as a service bureau to another firm; reverse-engineer or attempt to derive the source code (except as permitted by law); remove proprietary notices; or use the Service to build a competing product.
3.3 On-premises and Firm-hosted deployments. Where the Firm operates the Service itself, the licence extends to installing and running it on the Firm’s own systems. The Provider has no access to those systems and no ability to access Client Information held on them, and the Firm is responsible for their operation, security, backup and availability.
4. Accounts, Users and security
4.1 Seats are per individual User and must not be shared. The Firm is responsible for its Users’ compliance with these Terms.
4.2 The Firm is responsible for safeguarding credentials, for promptly removing Users who leave, and for setting appropriate permissions within the Service.
4.3 The Provider makes two-factor authentication available at no additional charge, and recommends that the Firm require it for all Users with access to trust accounting or client records.
4.4 The Firm shall notify the Provider promptly of any suspected unauthorised access.
4.5 Firm representations. The Firm represents that it is a law firm or licensee lawfully entitled to practise law in its jurisdiction (or is otherwise lawfully entitled to use the Service); that its use of the Service will comply with applicable law, including privacy and anti-spam law; and that it has the right — and any consents required — to enter into the Service the information it enters.
5. Fees, taxes and payment
5.1 The Firm shall pay the fees set out in the applicable order or plan (the “Fees”), in advance, monthly or annually as the order states, per User seat. Where the Service is provided without charge — including during a beta or trial period under §6.2 — no Fees are payable and the provisions of this §5 that depend on payment do not apply.
5.2 Fees are exclusive of HST, which the Provider shall charge and remit as required.
5.3 The Provider may change the Fees on 60 days’ written notice, effective at the start of the next renewal period. The Firm may terminate under §9.3 if it does not accept the change.
5.4 Overdue amounts may bear interest at 12% per annum. The Provider may suspend under §10 for non-payment that remains unremedied 30 days after written notice.
5.5 Non-payment does not extinguish the Firm’s data rights. Suspension or termination for non-payment does not relieve the Provider of its obligations under §8.7 (export, retention and deletion). A billing dispute never leaves a firm locked away from records it is professionally required to keep.
6. Term, renewal, and beta periods
6.1 The Term begins on the start date and continues for the initial period stated, then renews automatically for successive periods of the same length unless either party gives 30 days’ notice before the end of the then-current period.
6.2 Beta and trial periods. The Provider may offer the Service without charge for a beta or trial period. During such a period no Fees are payable; every other provision of these Terms — including §8 (Client Information) and §11 (Professional responsibility) — applies in full. A beta or trial does not convert into a paid subscription automatically: a paid subscription begins only when the Firm agrees to an order stating the Fees. If a beta or trial ends without continuing, the export and deletion rights in §8.7 apply.
7. Support and availability
7.1 The Provider provides support by email to support@leximanage.ca during business hours (9:00 a.m. to 5:00 p.m. Eastern time, on days that are business days in Ontario), and uses reasonable efforts to respond within one business day.
7.2 The Provider uses commercially reasonable efforts to keep the Service available, excluding: scheduled maintenance (with reasonable notice); emergency maintenance; failures of the Firm’s own equipment or connectivity; and events beyond the Provider’s reasonable control.
7.3 No percentage-uptime commitment is made, and this is deliberate. Hosted deployments are configured so that encryption keys protecting stored data are not kept on the server; a consequence is that certain restarts require manual intervention before service resumes. The Provider prioritises the protection of the Firm’s data over automatic recovery, and states that trade-off here rather than publishing an availability figure the design does not support.
7.4 Support and availability commitments do not apply to On-premises deployments, where availability is the Firm’s responsibility.
8. Client Information and data protection
8.1 The Firm owns Firm Data and controls Client Information. Nothing in these Terms transfers any interest in either to the Provider. The Firm decides what Client Information is collected and how it is used; the Provider processes it only on the Firm’s instructions and only to provide the Service.
8.2 No use for the Provider’s own purposes. The Provider does not use Client Information for analytics, benchmarking, statistical publication, marketing, or the training of artificial-intelligence or machine-learning systems, and will not do so without the Firm’s specific written consent.
8.3 No standing access; access is logged. The Provider’s personnel do not have standing access to Client Information in Hosted deployments. Access occurs only where the Firm requests assistance that requires it, or where necessary to respond to a security incident; every such access is logged and the log is available to the Firm on request.
8.4 Separation and residency. Each firm’s data is kept in a separate database, not pooled with other firms’. Client Information is stored and processed in Canada. Backup archives are encrypted, with keys held by the Provider in Canada, before they leave the Provider’s servers; the Privacy Policy names the service providers used and where they operate.
8.5 Confidentiality, privilege and compelled disclosure. The Provider treats all Client Information as confidential and as potentially subject to solicitor-client privilege, and nothing in these Terms constitutes or requires a waiver of privilege. Firm Data leaves the Provider’s hands only: at the Firm’s direction; to the service providers named in the Privacy Policy, to the extent needed to provide the Service; to a successor bound under §20.2; or under legal compulsion, on the following terms:
- the Provider discloses only under a demand that has the force of law — a court order, warrant, production order, subpoena or statutory demand — and does not treat an informal request, from police, a regulator or anyone else, as compulsion;
- on receiving such a demand, the Provider notifies the Firm promptly and before disclosing, wherever it is lawfully permitted to do so, so that the Firm may assert privilege, move to quash or narrow the demand, or otherwise respond;
- where the Provider is lawfully prohibited from giving notice, it discloses no more than the demand compels and gives the Firm notice as soon as the prohibition ends;
- in every case the Provider discloses only the minimum the demand requires and, where reasonably available, seeks confidentiality protections for what is produced; and
- the Provider is a Canadian corporation and the Service is hosted in Canada; the Provider acts on demands as Canadian law requires.
8.6 Security incidents. If the Provider becomes aware of unauthorised access to or loss of Client Information, it will notify the Firm without undue delay, provide the information the Firm reasonably needs to assess the incident, and cooperate with the Firm’s response. The Firm decides what, if anything, is communicated to its own clients.
8.7 Export and deletion. At any time during the Term, and for 30 days after termination or expiry for any reason, the Firm may obtain a complete export of Firm Data in standard formats (database export and native document files). Following export and on the Firm’s written request, the Provider will delete the Firm’s data within 60 days, except backup copies that expire in the ordinary course and records the Provider is legally required to retain — and will confirm the deletion to the Firm in writing once complete. These rights survive suspension, non-payment, termination, and discontinuation of the Service.
8.8 Data Processing Agreement. Where the Firm requires a separately executed data processing agreement, the Provider will enter into one on terms consistent with this §8. If an executed data processing agreement exists between the parties, it prevails over these Terms in respect of Client Information.
8.9 Each party's other confidential information. Beyond Client Information, each party shall protect the other's non-public business, technical and security information with at least reasonable care, use it only for the purposes of these Terms, and not disclose it except to those who need it and are bound to protect it. Disclosure compelled by law is permitted, with prior notice to the other party where lawfully possible. On request after termination, each party shall return or destroy the other's confidential information, except copies retained under §8.7 or as law requires.
9. Termination
9.1 Either party may terminate for the other’s material breach not cured within 30 days of written notice.
9.2 Either party may terminate immediately if the other becomes insolvent, is subject to bankruptcy or receivership proceedings, or ceases to carry on business.
9.3 The Firm may terminate on notice where §5.3 (fee change) or §14.1 (change of Terms) applies.
9.4 On termination, the Firm’s licence ends and its Users lose access, subject to the export rights in §8.7, which survive.
9.5 Discontinuation of the Service. If the Provider ceases to offer the Service, it shall give the Firm not less than 90 days’ notice where possible, and shall in all cases make the export in §8.7 available before access ends.
10. Suspension
10.1 The Provider may suspend access where necessary to protect the security or integrity of the Service, on non-payment under §5.4, or on a material breach of §13 (Acceptable use).
10.2 The Provider shall give advance notice where practicable, limit any suspension to what the circumstances require, and restore access promptly once resolved.
10.3 Suspension does not suspend §8.7. Even while suspended, the Firm may obtain an export of its data.
11. Professional responsibility — what the Service does and does not do
11.1 The Provider is not a law firm and does not practise law. Use of the Service does not create a solicitor-client relationship between the Firm (or its clients) and the Provider. Nothing in the Service is legal advice.
11.2 The Firm’s professional obligations are unaffected. The Firm and its licensees remain solely responsible for their advice, their filings, and their compliance with the Rules of Professional Conduct, the Law Society’s by-laws, and the rules of court.
11.3 Calculated results are aids to professional judgment, not substitutes for it. The Service is designed to show the rule, the source and the computation behind every calculated figure precisely so that professional verification is practical. This applies in particular to:
- Procedural deadlines and limitation periods. The Service calculates dates from rules and practice directions as recorded in the Reference Data. The Firm must verify any deadline it relies on against the governing rule and the practice of the court in question. The Provider does not warrant that a calculated date is correct for a particular proceeding.
- Support calculations. Child support, spousal support under the SSAG, and related tax and net-income computations are advisory. The SSAG are advisory guidelines, not law, and outcomes depend on findings of fact and judicial discretion.
- Conflict checking. The conflict-search tools assist the Firm in meeting its obligations under Rule 3.4. They do not discharge those obligations. A search is only as good as the names and records searched, and the assessment of whether a conflict exists is the Firm’s.
- Trust accounting. The Service provides controls intended to support compliance with By-Law 9, including prevention of trust overdrafts and reconciliation tooling. Compliance with By-Law 9, and the accuracy and retention of the Firm’s books and records, remain the Firm’s responsibility.
- Court forms. Generated forms are drafts to be reviewed, completed and settled by the Firm before service or filing.
11.4 The Firm is responsible for reviewing what it files. No document generated by the Service should be served, filed, or delivered to a client without review by a licensee.
11.5 Advisory and evaluative features — including consistency checks, pre-swear review, defensibility scoring, and adversarial review tools — surface matters for the Firm’s consideration. They are not exhaustive, the absence of a flag is not an assurance that no issue exists, and they do not constitute advice.
12. Reference Data and currency
12.1 The Provider maintains the Reference Data with reasonable care and updates it periodically.
12.2 Law changes, and the Firm must verify before relying. Rules of court, practice directions, tax rates, support tables and prescribed forms change, sometimes without notice and sometimes retroactively. The Firm shall verify Reference Data against the official source for anything filed with a court, delivered to a client, or relied on for a deadline. The Provider does not warrant that Reference Data is current, complete or accurate for a particular purpose.
12.3 The Service indicates, where it can, the source and the date on which an item of Reference Data was last reviewed. Those indications are provided to assist verification, not to replace it.
12.4 Reference Data reproduced from official sources (including forms and rule text) is reproduced under the terms permitted by the issuing body and remains the property of that body. Reproductions are unofficial.
13. Acceptable use
The Firm shall not use the Service to: store or transmit unlawful content; attempt to gain unauthorised access to the Service or another customer’s data; interfere with the Service’s operation; conduct security testing without the Provider’s prior written consent; or process data of a kind the Service is not designed for.
14. Changes to these Terms
14.1 The Provider may amend these Terms on 60 days’ written notice. If an amendment is materially adverse to the Firm, the Firm may terminate under §9.3 before it takes effect.
14.2 §8 (Client Information and data protection) may not be amended to the Firm’s detriment by notice; a change that reduces the protections in §8 requires the Firm’s agreement.
15. Intellectual property
15.1 The Provider owns the Service, its software, and all intellectual property in it. No rights are granted except the licence in §3.
15.2 The Firm owns Firm Data and controls Client Information, as set out in §8.1. Nothing in these Terms transfers any interest in either to the Provider.
15.3 Feedback. If the Firm gives the Provider suggestions or feedback about the Service, the Provider may use them without obligation. This does not extend to Client Information: a bug report or feedback message must not carry a client’s data into the Provider’s hands, and §8 applies to any Client Information contained in one.
15.4 Generated documents. The Provider claims no interest in documents the Firm generates through the Service for its practice — court forms, agreements, letters and reports are the Firm’s working documents. To the extent a generated document incorporates content from the Service’s clause, precedent or template libraries, the licence in §3 includes using that content in documents produced for the Firm’s own clients and matters.
16. Warranties and disclaimers
16.1 The Provider warrants that it will provide the Service with reasonable skill and care.
16.2 Except as expressly stated, and to the extent permitted by law, the Service is provided “as is” and the Provider disclaims all other warranties, including implied warranties of merchantability and fitness for a particular purpose.
16.3 The Provider does not warrant that the Service will be uninterrupted or error-free, or that Reference Data or calculated results are accurate for any particular purpose. See §11 and §12.
17. Limitation of liability
17.1 Neither party is liable for indirect, incidental, consequential, special or punitive damages, or for loss of profits, revenue or goodwill.
17.2 The Provider’s total aggregate liability arising out of or related to these Terms shall not exceed the greater of $2,500 and the Fees paid by the Firm in the twelve (12) months preceding the event giving rise to the claim.
17.3 Carve-outs. The limits in §17.1 and §17.2 do not apply to: (a) a breach of §8.5 (confidentiality and privilege); (b) a party’s fraud or wilful misconduct; (c) the Provider’s indemnity in §18.2; or (d) the Firm’s obligation to pay accrued Fees.
17.4 Nothing limits liability that cannot be limited at law.
18. Indemnification
18.1 By the Firm. The Firm shall defend, indemnify and hold harmless the Provider and its directors, officers, partners, employees, agents, contractors and affiliates from any loss, damage or liability, including reasonable legal costs, that the Provider may incur as a result of or in connection with a third-party claim relating to or resulting from: (a) a breach by the Firm of its obligations under these Terms, including its obligation to comply with applicable law; or (b) a claim that content the Firm puts into the Service, or the Firm’s use of that content, infringes, misappropriates or otherwise violates the intellectual property or other rights of a third party.
18.2 By the Provider. The Provider shall defend, indemnify and hold harmless the Firm and its directors, officers, partners, employees, agents, contractors and affiliates from any loss, damage or liability, including reasonable legal costs, that the Firm may incur as a result of or in connection with a third-party claim relating to or resulting from: (a) a valid claim that the Service, or any portion of it, infringes the intellectual property rights of a third party; or (b) a breach by the Provider of its obligations under these Terms, including its obligation to comply with applicable law.
18.3 Mechanics and limits. The indemnified party shall notify the indemnifying party promptly of a claim, permit it to control the defence and any settlement, and cooperate reasonably at the indemnifying party’s expense. Neither party’s indemnity extends to the portion of a claim caused by the indemnified party’s own breach of these Terms.
19. Governing law and disputes
19.1 These Terms are governed by the laws of Ontario and the laws of Canada applicable in it.
19.2 The parties attorn to the exclusive jurisdiction of the courts of Ontario.
20. General
20.1 Order of precedence: an executed data processing agreement prevails over these Terms in respect of Client Information (§8.8); otherwise these Terms prevail over any order form.
20.2 Neither party may assign without the other’s consent, except to a successor of its business — and the Provider may not assign to a successor that does not assume §8 in full.
20.3 Notices are in writing: to the Provider at hello@leximanage.ca; to the Firm at the administrator email address on the Firm’s account.
20.4 Severability. If any provision of these Terms is held invalid or unenforceable in any jurisdiction, it shall be enforced to the maximum extent permissible and, if necessary, severed in that jurisdiction, without affecting the validity or enforceability of the remaining provisions or of that provision in any other jurisdiction.
20.5 Survival: §5 (accrued fees), §8, §9.4–9.5, §11, §15, §16, §17, §18 and §19 survive termination.
20.6 These Terms, together with the Privacy Policy, any executed data processing agreement, and any order form, are the entire agreement between the parties concerning the Service.