The solicitor-client relationship is formed exclusively between you and Entcounsel (Vandana Taxali). CARFAC Ontario is not a party to, and has no role in, the solicitor-client relationship. All communications between you and your lawyer are protected by solicitor-client privilege, which CARFAC Ontario cannot access, waive, or override.

Entcounsel operates as an independent legal practice and is not engaged as an employee of, or in a partnership, joint venture, or agency relationship with, CARFAC Ontario.

Legal services provided through the Program are limited to brief, non-litigation legal services related to the practice, profession, and presentation of visual arts in Ontario, including but not limited to:

• Contract review and drafting (gallery agreements, licensing, commissions)
• Copyright and trademark advice and protection
• Intellectual property consultations
• Artist-gallery and artist-institution dispute resolution (non-litigation)
• Licensing and reproduction rights
• Cease and desist letters
• AI platform terms of service review
• General legal consultations on arts-related matters
• Negotiations and advocacy on behalf of artists
• Rights assessments

Not included. The Program does not include litigation, tribunal proceedings, court applications, enforcement actions, or extended legal representation. If litigation or extended representation is required, you and Entcounsel may agree to engage in such services outside the scope of the Program through a separate engagement agreement that does not involve CARFAC Ontario.

Remote delivery. All legal services are delivered remotely (e.g., phone, video conference, email, client portal) unless other arrangements are made between you and Entcounsel. Legal services are provided in English.

The specific scope of each legal matter will be defined in a quote issued through the Entcounsel client portal. Upon your acceptance of a quote, the scope, fees, and terms described therein become part of your engagement letter.

No guarantee of outcome. Legal matters involve uncertainty and risk. No assurance can be given that a particular outcome, result, or objective can be achieved. There is no guarantee that you will recover damages or other funds, or that opposing parties will accommodate demands. This applies to all legal services provided through the Program.

No emergency or urgent legal services. The Program is not an emergency legal service. If you require urgent legal assistance — such as an injunction, emergency court order, response to a legal deadline, or any matter requiring immediate action — you should seek independent legal counsel immediately. Entcounsel will make reasonable efforts to respond promptly to urgent inquiries, but the Program does not guarantee same-day or after-hours availability.

Litigation and extended representation. The Program does not cover litigation, tribunal proceedings, court applications, enforcement actions, or extended legal representation. CARFAC Ontario’s program funding and special rates apply only to the brief, non-litigation services described above. If your matter requires litigation or extended representation, you may engage Entcounsel directly outside the scope of the Program through a separate engagement agreement at Entcounsel’s standard rates. Any such engagement is between you and Entcounsel and does not involve CARFAC Ontario.

Vandana Taxali shall perform all legal services in accordance with the standard of care reasonably expected of a lawyer licensed to practise in Ontario, acting competently and in good standing under applicable professional rules, including the requirements of the Law Society of Ontario.

All conflict-of-interest determinations shall be made exclusively by Vandana Taxali in accordance with the requirements of the Law Society of Ontario. Intake approval, eligibility screening, or program participation decisions by CARFAC Ontario do not bind Vandana Taxali, who may decline or withdraw from representation at any time for professional reasons.

Entcounsel maintains professional liability insurance through LawPRO (Lawyers’ Professional Indemnity Company) as required by the Law Society of Ontario.

CARFAC Ontario does not provide legal services and does not engage in the practice of law. CARFAC Ontario has no liability whatsoever for the legal services provided through the Program, including but not limited to:

• The quality, timeliness, or outcome of any legal advice or representation provided by Entcounsel
• Any act or omission of Vandana Taxali or any lawyer engaged by Entcounsel in connection with the Program
• Any loss, damage, or expense arising from or in connection with legal services received through the Program
• Any decision by Entcounsel to decline, withdraw from, or limit the scope of representation

CARFAC Ontario facilitates access to legal services for its members but does not control, direct, or assume responsibility for the outcome of those services. Legal services provided for, or actions taken on behalf of, members through this Program are provided by Vandana Taxali, not by CARFAC Ontario.

Indemnification. You agree to indemnify, defend, and hold harmless CARFAC Ontario, its directors, officers, employees, agents, and volunteers from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) the legal services provided by Entcounsel through the Program; (b) any dispute between you and Entcounsel regarding the quality, scope, or outcome of legal services; or (c) any breach of this agreement by you.

Limitation of liability. CARFAC Ontario shall not be liable for any indirect, incidental, consequential, special, or punitive damages of any kind arising from or related to the Program or the legal services provided thereunder.

Release. By receiving legal services through the Program, you release and forever discharge CARFAC Ontario, its directors, officers, employees, agents, volunteers, successors, and assigns from any and all claims, demands, actions, causes of action, damages, losses, costs, and expenses of any kind, whether known or unknown, foreseen or unforeseen, arising out of or in connection with the legal services provided by Entcounsel through the Program.

This release applies to claims of any nature, whether arising in contract, tort, statute, equity, or otherwise, to the fullest extent permitted by applicable law.

Survival. This release and the indemnification obligations set out in Section 4 shall survive the termination or expiry of this agreement, the termination of the Program, and the conclusion of any legal services provided through the Program, and shall continue in full force and effect in perpetuity.

Waiver of future claims. You acknowledge that this release extends to claims that may arise after the date of this agreement in connection with CARFAC Ontario’s administrative role in the Program. This waiver does not extend to claims arising from Entcounsel’s provision of legal services, which are governed by your engagement letter and the professional obligations of the Law Society of Ontario.

Acknowledgment. You acknowledge that you have read and understood this release, that you have had the opportunity to seek independent legal advice regarding its terms, and that you are entering into this release voluntarily and with full knowledge of its significance.

Binding effect. This release and the obligations set out in this agreement shall be binding upon you and your heirs, executors, administrators, successors, and assigns.

By participating in the CARFAC Member Legal Services Program, you acknowledge and agree that:

• CARFAC Ontario does not provide legal services, does not engage in the practice of law, and bears no responsibility for the quality, outcome, or conduct of legal services provided by Entcounsel.
• You release and hold harmless CARFAC Ontario, its directors, officers, employees, contractors, and agents from any and all claims, demands, losses, damages, costs, and expenses arising from or related to the legal services provided by Entcounsel through the Program.
• This release does not apply to claims arising from CARFAC Ontario’s own gross negligence or willful misconduct in the administration of the Program.
• Nothing in this release limits your rights under applicable law.
• This release does not affect or limit any professional liability obligations of Entcounsel under applicable law, the Law Society of Ontario rules, or Entcounsel’s professional liability insurance (LawPRO).

Entcounsel’s limitation of liability. Legal services provided by Entcounsel through the Program are governed by the limitation of liability clause in your signed engagement letter with Entcounsel. By accepting a quote and signing the engagement letter, you acknowledge that Entcounsel’s total liability in respect of any legal services provided through the Program shall not exceed the fees actually paid by you for the specific legal service giving rise to the claim, except in cases of gross negligence, fraud, or breach of fiduciary duty, and shall in no event include liability for any indirect, incidental, consequential, special, punitive, or exemplary damages.

Client indemnity for Entcounsel. You agree to indemnify and hold harmless Entcounsel (including Vandana Taxali and any lawyers engaged by Entcounsel under Section 16) from any claims, losses, costs, or liabilities arising from: (a) false, misleading, or materially incomplete information you provided to Entcounsel in connection with the Program; (b) claims brought by third parties who rely on legal advice provided to you through the Program without Entcounsel’s prior written consent; (c) your decision not to follow legal advice provided, or actions taken contrary to such advice; and (d) any breach by you of the terms of your engagement letter or this agreement.

Assumption of risk. You acknowledge that legal matters involve inherent uncertainty and that outcomes cannot be guaranteed. By engaging Entcounsel through the Program, you accept the risk that the outcome of your matter may not be favourable, that opposing parties may not comply with demands or legal obligations, and that the value of legal services cannot always be measured by the result obtained. Neither Entcounsel nor CARFAC Ontario shall be liable for an unfavourable outcome where services were provided in accordance with applicable professional standards.

For greater certainty, nothing in this release or indemnity purports to release or waive Entcounsel’s professional responsibilities to you under the requirements of the Law Society of Ontario, and nothing in this release restricts your rights under applicable law.

Entcounsel is not liable for delays or inability to provide services due to circumstances beyond reasonable control, including illness, technology failures, natural disasters, or other force majeure events. Reasonable efforts will be made to notify affected members and reschedule as soon as practicable.

If you have questions about your legal matter, need an update on your file, or want to discuss any aspect of your representation, please contact Entcounsel directly. We are here to support you throughout your engagement.

For matters relating to program administration, membership, or intake coordination, CARFAC Ontario is happy to assist. For anything relating to the legal services themselves, Entcounsel is your point of contact and will address your inquiry promptly.

Entcounsel will acknowledge new intake submissions promptly. Response times may vary based on matter complexity and current capacity.

By participating in the Program, you consent to Entcounsel sharing the following limited information with CARFAC Ontario for program reporting and rate verification purposes:

• Your full name and contact information (email, phone)
• The type of legal service provided (e.g., contract review, consultation)
• The fee charged and whether a special rate was applied
• The date and duration of the service
• Your CARFAC membership number for rate verification

Entcounsel will never share the following with CARFAC Ontario:

• The substance or details of your legal matter
• Any documents you provide to your lawyer
• The identity of any opposing parties
• Any communications between you and your lawyer (protected by solicitor-client privilege)
• Your personal financial information beyond the fee charged
• Any notes, strategies, or legal advice provided

Special rates under the Program are contingent upon active CARFAC Ontario membership at the time of service. Entcounsel reserves the right to verify membership status and apply standard rates if membership has lapsed or cannot be confirmed.

The Program is available to artists, students, associates, and institutional members of CARFAC Ontario. Fee structures vary by membership category — artist members, associate members, and institutional members may each have different rates for the same service, reflecting the Program’s commitment to making legal services accessible to individual artists. Current rates for each membership category are provided through the client portal upon verification of membership.

Special rates are part of a pilot project and may change from time to time. For the most current program details and rates, please visit the CARFAC Ontario website and entcounsel.com/terms.

Program rates and service descriptions are provided to eligible CARFAC members through the client portal upon verification of membership.

Legal fees. Legal fees for services provided by Entcounsel through the Program are invoiced by Entcounsel to the member and are payable in full to Entcounsel. CARFAC Ontario does not receive any portion, share, or percentage of the legal fees charged by Entcounsel, whether directly or indirectly, and has no financial interest in the amount, scope, or outcome of any legal engagement.

Fee schedule and intake guide. A summary of the intake process is published at entcounsel.com/carfac. The detailed Client Intake Guide, together with the current fee schedule, is published at entcounsel.com/carfac-member-rates; select the Intake Guide tab. These are provided for information only. They do not form part of this agreement, do not vary its terms, and may be updated from time to time.

Professional independence. Entcounsel’s professional obligations under this Program run exclusively to the individual member as the client for legal purposes. CARFAC Ontario’s role as the Program’s administrative coordinator does not permit CARFAC Ontario to direct, influence, or review Entcounsel’s legal advice, strategy, or case management decisions.

Disbursements. Disbursements incurred by Entcounsel on your behalf in connection with a specific legal matter are your responsibility and will be discussed and agreed upon between you and Entcounsel.

HST. HST is added to all fees where applicable.

Currency. All fees are quoted and payable in Canadian dollars.

Non-refundability. Fees for legal services rendered through the Program are non-refundable once the services have been provided.

All requests for legal services under the Program must be submitted through the Entcounsel client portal at portal.entcounsel.com. The client portal is owned, controlled, and administered by Vandana Taxali as part of her legal practice infrastructure.

All legal information, documents, and data submitted through the portal will be owned, controlled, and stored by Vandana Taxali, not by CARFAC Ontario. CARFAC Ontario shall not access, review, or store solicitor-client privileged materials, legal advice, legal opinions, or solicitor work product.

Solicitor-client privilege. All communications between you and Entcounsel in connection with your legal matter are protected by solicitor-client privilege. This privilege belongs to you and cannot be disclosed to any third party, including CARFAC Ontario, without your express consent. Solicitor-client privilege survives the termination of the engagement and does not expire.

Confidential information. Entcounsel will treat all information received from you in the course of the engagement as confidential, except to the extent you agree otherwise or disclosure is required by law or professional obligations. This includes the facts of your matter, documents you provide, legal advice given, and any work product prepared on your behalf.

CARFAC Ontario’s access limitations. CARFAC Ontario shall not access, review, or store solicitor-client privileged materials, legal advice, legal opinions, or solicitor work product. CARFAC Ontario personnel shall not provide legal advice or exercise legal judgment on behalf of clients. All intake platforms, storage systems, and access permissions related to the Program must be approved in advance by Vandana Taxali.

Administrative support personnel. Where CARFAC Ontario provides administrative personnel to support the Program, such personnel shall be bound by written confidentiality agreements in favour of Vandana Taxali and Entcounsel. Such personnel are limited to non-legal administrative functions and shall not provide legal advice, act on behalf of clients, or access the substance of any legal matter.

Reporting. Any reporting by Entcounsel to CARFAC Ontario regarding the Program shall be aggregated and anonymized. Reports shall not require or include the disclosure of client identities, legal opinions, privileged information, or the substance of any legal matter. Nothing in this agreement obligates Vandana Taxali to disclose client identification or privileged information to CARFAC Ontario.

Data security. Legal information, documents, and data submitted by members through the Program will be owned, controlled, and stored by Vandana Taxali using secure systems. Both parties will agree on the use of technologies, software, and applications for the collection, transmission, and storage of confidential information. Each party shall notify the other without undue delay of any actual or reasonably suspected unauthorized access, use, or disclosure of confidential or personal information relating to the Program.

Survival. The confidentiality obligations set out in this section shall survive the termination or expiry of this agreement, the termination of the Program, and the conclusion of any engagement between you and Entcounsel.

Entcounsel is committed to providing legal services that are informed by and consistent with the standards and guidelines developed by CARFAC for the benefit of visual artists in Canada. When advising on matters involving artist compensation, exhibition fees, reproduction royalties, and professional services, Entcounsel will be guided by the following resources:

• CARFAC-RAAV Minimum Recommended Fee Schedule — the national standard for artist fees, including exhibition royalties, reproduction royalties, and professional services rates
• CARFAC Best Practice Standards — guidelines for professional relationships between artists, galleries, and institutions
• Ontario Status of the Artist Action — a voluntary, sector-driven initiative establishing industry-standard practices for engaging visual artists, including written agreements, intellectual property respect, fair payment at or above CARFAC-RAAV rates, and Indigenous cultural protocols
• CARFAC Copyright Resources — information on copyright protection for visual artists under Canadian law
• CARFAC Public Art Toolkit — best practices for contract and payment standards in public art commissions
• CARFAC Tools and Templates — contract templates, advisory notes, and professional resources for artists

These resources represent widely recognized national standards for the fair treatment and compensation of visual artists. While the specific terms of each engagement are determined by the applicable engagement letter and the professional judgment of Entcounsel, these guidelines inform the advice and representation provided through the Program.

Entcounsel also acknowledges the unique considerations relating to Indigenous art and cultural expressions and will approach such matters with professional sensitivity, recognizing the limits of existing legal frameworks.

Program priority for individual artists. The CARFAC Member Legal Services Program is designed primarily to support individual artists. Where a conflict of interest arises between an individual artist member and an institutional or associate member (such as a gallery, organization, or collective), Entcounsel will generally prioritize the individual artist member for service through the Program, except where, in the professional judgment of Entcounsel and/or CARFAC Ontario, the artist member is in breach of this agreement, their engagement letter, the CARFAC Best Practice Standards, or the Ontario Status of the Artist Action, or has engaged in fraud, misrepresentation, bad faith conduct, or a violation of the respectful conduct and anti-harassment provisions of this agreement. Entcounsel does not provide legal services through the Program for institutional or associate members in actual or anticipated disputes with individual artist members, except where the individual artist member is in breach of this agreement or has engaged in conduct described above. In all other cases, such matters will be referred to independent counsel.

Joint representation. Where both an artist and an institutional member are CARFAC Ontario members and their interests are aligned, Entcounsel may act for both parties with the informed written consent of each party, in accordance with the requirements of the Law Society of Ontario, provided that the engagement supports and is consistent with CARFAC guidelines and standards (including the CARFAC-RAAV Minimum Recommended Fee Schedule and the CARFAC Best Practice Standards). Before joint representation begins, each party will sign a written consent addendum to their engagement letter describing the scope of the joint representation, the absence of solicitor-client privilege between joint clients in respect of the jointly-represented matter, and each party’s right to seek independent legal advice. Joint clients acknowledge that information provided by one joint client to Entcounsel may be shared with the other. If a conflict arises during the course of joint representation, Entcounsel will withdraw from acting for one or both parties as required by professional obligations.

Former clients. Entcounsel’s duties to former clients of the Program continue after the conclusion of any engagement. Entcounsel will not represent a member in a matter that is the same as or substantially related to a matter for which Entcounsel previously acted for a different member, nor will Entcounsel use confidential information obtained in the course of representing any former member to the disadvantage of that former member, in accordance with the requirements of the Law Society of Ontario.

Conflicts between institutional members. Where a conflict of interest arises between two institutional or associate members, Entcounsel will decline to act through the Program for either party in that matter and will refer both parties to independent counsel.

CARFAC’s mixed membership. CARFAC Ontario’s membership includes both individual artists and institutional or associate members such as galleries, arts organizations, and collectives. Situations may arise where both an artist and an institution with whom the artist has a professional relationship are members of CARFAC Ontario and eligible for services through the Program.

Conflict assessment in dual-membership cases. In such cases, Entcounsel will conduct a conflict of interest assessment in accordance with the requirements of the Law Society of Ontario. Entcounsel cannot represent both parties in the same matter where their interests conflict or may reasonably be expected to conflict. Where a conflict is identified, Entcounsel will advise the affected parties and, if necessary, decline to act for one or both parties in respect of that matter.

CARFAC guidelines guide negotiations. When advising on contracts or negotiations between an artist and a gallery or institution, Entcounsel will be guided by the CARFAC-RAAV Minimum Recommended Fee Schedule, the CARFAC Best Practice Standards, and the Ontario Status of the Artist Action to ensure that artists are fairly compensated and that agreements reflect industry best practices for the visual arts sector.

Institutional Member Legal Services. Entcounsel may serve institutional members for non-adversarial matters that do not name or affect a specific artist (entity formation, intellectual property advice on the institution’s own marks, internal policies, general legal education), template agreements drafted to be consistent with CARFAC standards (exhibition, loan, commission, licensing), and disputes with parties other than individual artists (such as landlords, vendors, government agencies, or other organizations). The Program does not cover disputes with artists, terminations of artist relationships, defenses against artist claims, contracts directed at a named artist, or any matter where the institution’s position is contrary to CARFAC standards. The Program remains limited to brief, non-litigation legal services regardless of the type of matter.

Mid-engagement conflicts. Entcounsel conducts a conflict of interest assessment in accordance with the requirements of the Law Society of Ontario before accepting any matter under the Program. If a conflict with an artist arises while Entcounsel is acting for an institutional member on a permitted matter, Entcounsel will withdraw from the institutional member, refer them to independent counsel, and serve the artist subject to the artist-priority rule above.

Limited scope. Each engagement under the Program is a limited scope engagement agreement covering only the specific matter described in the accepted quote. Upon delivery of the work, the engagement for that matter is concluded and no ongoing engagement is created. New matters are initiated through a new quote accepted via the client portal and are governed by your existing engagement letter.

As part of your participation in the Program, you will be required to sign an engagement letter with Entcounsel that establishes the solicitor-client relationship. This CARFAC Member Legal Services Agreement is incorporated into and forms part of that engagement letter. No legal advice will be provided until the engagement letter has been signed by both parties.

(a) Outside-scope matters. Where a legal matter requires expertise outside Vandana Taxali’s scope of practice or professional competence (such as litigation, tax, immigration, or other specialized areas), Entcounsel may decline to act on that aspect of the matter and may recommend other qualified professionals you can engage. Any subsequent engagement with another professional is between you and that professional and is not part of this Program.

(b) Engaging additional lawyers. Entcounsel may engage other lawyers, articling students, paralegals, or legal professionals to assist with the delivery of legal services on your matter. Any such professional engaged by Entcounsel works under Vandana Taxali’s supervision and direction, is bound by the same duties of confidentiality and solicitor-client privilege owed to you by Entcounsel, and is paid by Entcounsel out of the fees quoted to you. Vandana Taxali remains responsible for all legal services provided through the Program. Where another lawyer will have substantive involvement in your matter (rather than ancillary or supervised support), you will be informed in advance.

(c) No increase in your quoted fees. Bringing in additional lawyers under subsection (b) does not increase the fees quoted in your accepted quote. If a matter develops in a way that requires expertise that would meaningfully change the scope or cost, Entcounsel will discuss this with you and any change in fees requires your written consent before being charged through a revised quote.

From time to time, Entcounsel may design, organize, and deliver educational programs for CARFAC Ontario members, including webinars, workshops, and legal information sessions related to artists’professional and legal issues.

The content of such educational programming is under the professional control of Vandana Taxali and does not constitute legal advice provided by CARFAC Ontario. General information provided in educational sessions is not a substitute for legal advice specific to your circumstances.

By participating in the Program, you consent to receiving communications from Entcounsel and CARFAC Ontario by email, SMS, and through the client portal regarding:

• Updates on the status of your legal matter
• Program announcements, updates, and scheduling
• Educational programming and events
• Invoices, quotes, and engagement letters
• Notifications requiring your attention or action

You also consent to the use of electronic signatures for engagement letters and other documents in accordance with the Electronic Commerce Act, 2000 (Ontario). Electronic signatures shall have the same legal effect as original signatures.

You may update your communication preferences or opt out of non-essential communications at any time through the client portal or by contacting artlaw@entcounsel.com.

In accordance with the Law Society of Ontario’s By-Law 7.1, Entcounsel may require you to provide government-issued photo identification and additional documentation to verify your identity before or during the course of an engagement. This is a regulatory requirement applicable to all legal engagements in Ontario.

All client identification and verification shall be conducted solely by Vandana Taxali as part of her legal practice. CARFAC Ontario shall not conduct, rely on, or make determinations regarding client identification or verification.

Your intellectual property. Your pre-existing intellectual property, including your creative works, trademarks, patents, and other IP assets, remains your sole property at all times. Nothing in this agreement or in the provision of legal services through the Program transfers any ownership of your intellectual property to Entcounsel or CARFAC Ontario. The purpose of the legal services is to protect and advance your intellectual property rights, not to acquire them.

Entcounsel work product. Unless otherwise agreed in writing, Entcounsel retains the copyright and all intellectual property rights in any documents, templates, legal opinions, contracts, and other materials prepared for you. You are granted a non-exclusive licence to use such documents solely for the purposes for which they were prepared.

Program materials. All intellectual property created, developed, or provided by Vandana Taxali in connection with the Program, including legal resources, templates, checklists, educational materials, presentations, workflows, and methodologies, remains the sole property of Vandana Taxali.

The Program is committed to making legal services accessible to all CARFAC Ontario members, including those who identify as members of historically marginalized and/or equity-seeking groups. Entcounsel and CARFAC Ontario acknowledge that artists from these communities may face systemic barriers to accessing legal support and will endeavour to acknowledge, adapt to, and reduce such barriers throughout the Program.

Entcounsel will make reasonable efforts to accommodate members’ accessibility needs, including flexibility in communication methods, scheduling, and service delivery. Members who require accommodations are encouraged to notify Entcounsel at the time of intake so that appropriate arrangements can be made.

The Program is not a legal aid service and does not apply means testing. All CARFAC Ontario members in good standing are eligible for program rates regardless of income.

Entcounsel acknowledges the unique considerations relating to Indigenous art and cultural expressions, including but not limited to traditional knowledge, cultural heritage, and the intersection of Indigenous rights with Canadian intellectual property law. Entcounsel will approach such matters with professional sensitivity, recognizing the limits of existing legal frameworks and the importance of culturally informed legal advice. Where a matter involves Indigenous cultural expressions or rights, Entcounsel may recommend consultation with legal professionals or organizations with specialized expertise in Indigenous law.

All participants in the Program — including members, CARFAC Ontario staff, and Entcounsel — are expected to engage with one another in a professional, respectful, and courteous manner. The Program does not tolerate harassment, discrimination, abusive language, threats, intimidation, or any conduct that creates an unsafe or hostile environment for any person involved in the delivery or receipt of legal services.

If a member engages in conduct that is abusive, threatening, or harassing toward Entcounsel or CARFAC Ontario staff, Entcounsel may decline to continue representation and the member’s access to the Program may be suspended or revoked. If a member experiences conduct from any Program participant that they believe to be harassing or discriminatory, they are encouraged to report the concern to CARFAC Ontario.

Program conduct expectations. In addition to the respectful conduct requirements above, members participating in the Program are expected to:

• Respond to communications from Entcounsel within five (5) business days, or earlier if requested due to the urgency of the matter, or advise Entcounsel if more time is needed
• Attend all scheduled consultations and meetings on time. If you are unable to attend, cancel or reschedule with at least 24 hours’ notice. Repeated no-shows without notice may result in a cancellation fee and may be grounds for suspension from the Program
• Submit one matter per intake form. Do not submit duplicate requests for the same matter
• Use the Program for genuine legal needs only. Submitting frivolous, vexatious, or bad-faith requests, or using the Program for purposes other than obtaining legal services, may result in immediate suspension from the Program
• Not record, screenshot, or redistribute any consultation, communication, or work product received through the Program without Entcounsel’s prior written consent
• Not make disparaging, defamatory, or misleading statements about CARFAC Ontario, Entcounsel, the Program, or any person involved in the delivery of services through the Program, whether publicly, on social media, or to other members. Constructive feedback and formal complaints through proper channels are encouraged; public disparagement is not
• Maintain the confidentiality of the Program’s operations, including the client portal, intake processes, internal communications, program structure, rates, and any non-public information about the Program. Members may disclose that they participate in the Program but shall not share details of the portal’s functionality, internal workflows, or other members’ participation without prior written consent from Entcounsel

In order to provide you with effective legal services, we rely on your cooperation. By participating in the Program, you agree to:

• Provide accurate and complete information to Entcounsel, including full and candid disclosure of all facts and documents relevant to your matter
• Organize and provide all materials related to your matter in a timely manner, including contracts, correspondence, images, and any other relevant documentation
• Respond to communications from Entcounsel within reasonable timelines so that your matter can progress efficiently
• Carry out the next steps and action items recommended by your lawyer in a timely manner
• Treat all Entcounsel and CARFAC Ontario staff with respect and professionalism
• Pay all fees and disbursements in accordance with your engagement letter and accepted quotes
• Maintain active CARFAC Ontario membership in good standing for the duration of any engagement at a special rate
• Comply with and uphold CARFAC Ontario’s guidelines and standards, including the CARFAC-RAAV Minimum Recommended Fee Schedule and the CARFAC Best Practice Standards, as applicable to your membership category and your engagement with Entcounsel through the Program
• Notify Entcounsel promptly of any change in your contact information, CARFAC membership status, or any new developments relevant to your matter
• Keep all legal advice, opinions, and work product received from Entcounsel confidential, and not share them with third parties without consulting Entcounsel first
• Sign all necessary releases of information and identification documents as required by law
• Submit all documents, questions, and communications regarding your legal matter through the secure intake form at portal.entcounsel.com or through the secure messaging system in your client portal account after intake submission. Documents or information sent to CARFAC Ontario or to Vandana Taxali by other means (including email, social media, postal mail, or in-person delivery) cannot be processed and will be returned with a request to resubmit through the portal. Do not send sensitive or confidential information through unsecured channels — solicitor-client privilege does not protect communications sent outside the secure client portal until your engagement letter is signed and your matter is opened

Unsolicited documents, information, or requests for legal advice sent to CARFAC Ontario and/or Entcounsel outside the client portal — including by email, social media, telephone, postal mail, or in-person delivery — will not be reviewed and may be deleted without notice. No solicitor-client relationship is created by sending unsolicited materials, and neither Entcounsel nor CARFAC Ontario assumes any duty or liability in respect of such materials.

The quality and timeliness of legal services depends in part on your cooperation and responsiveness. Delays in providing information or responding to communications may affect the progress and outcome of your matter.

Failure to comply with these obligations may result in Entcounsel declining to continue representation or applying standard rates in place of special member rates.

Your use of the Program and receipt of legal services is governed by the following documents, listed in order of priority. In the event of a conflict, the higher-priority document prevails:

• Engagement Letter — governs the specific legal matter between you and Entcounsel, including fees, scope, billing, termination, and confidentiality
• Terms and Conditions and Privacy Policy — general terms applying to all users of the website and portal
• This CARFAC Member Legal Services Agreement — program-specific terms for CARFAC Ontario members

The Engagement Letter takes priority over all other documents with respect to the specific legal matter it governs. The Terms and Conditions and Privacy Policy take priority over this CARFAC Member Legal Services Agreement. In any conflict between documents, the higher-priority document prevails.

Where no engagement letter has been signed, the Terms and Conditions at entcounsel.com/terms govern the provision of any legal services accessed through the website or portal.

This agreement, as well as the Terms and Conditions and Privacy Policy, may be updated from time to time as the Program evolves or as required by changes in law, professional obligations, or operational needs.

The most current version of this agreement will always be available at entcounsel.com/carfac. By continuing to request or receive legal services through the Program after any changes are posted, you consent to the updated terms. We encourage you to review this agreement, the Terms and Conditions, and the Privacy Policy periodically.

Where a material change is made, we will make reasonable efforts to notify you through the client portal or by email. Changes will not affect legal services already in progress under an executed engagement letter.

Termination of the Program does not constitute a termination of legal services provided by Entcounsel and shall be governed by the engagement letter between you and Entcounsel.

Entcounsel collects, uses, and discloses personal information in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation. Full details are set out in Entcounsel’s Privacy Policy at entcounsel.com/privacy and Terms and Conditions at entcounsel.com/terms, which are incorporated into this agreement by reference.

All legal services provided through the Program are subject to the requirements of the Law Society of Ontario, which govern the practice of law in Ontario and supersede any oral or written agreement, understanding, or arrangement between CARFAC Ontario, Entcounsel, and any member participating in the Program. In the event of a conflict between any term of this agreement, the MOU between Entcounsel and CARFAC Ontario, any engagement letter, or any other agreement and the requirements of the Law Society of Ontario, the requirements of the Law Society of Ontario shall prevail. By participating in the Program, all parties acknowledge and accept the primacy of the Law Society of Ontario’s regulatory authority over the provision of legal services.

Entcounsel may decline to act or cease representation in any matter where, in Vandana Taxali’s professional judgment:

• A conflict of interest exists or arises
• Continued representation would not be in accordance with CARFAC guidelines or best practices
• The matter falls outside Entcounsel’s scope of competence
• Continued representation would be unethical, impractical, or contrary to the requirements of the Law Society of Ontario
• The member has failed to cooperate or has lost confidence in Entcounsel
• Outstanding fees remain unpaid

Where Entcounsel withdraws from representation, reasonable notice will be provided and the member will be advised of their options, including referral to alternative legal resources where appropriate.

Any dispute arising out of or in connection with this agreement or the Program should be raised with Entcounsel directly.

This agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

This agreement, together with your engagement letter with Entcounsel, constitutes the entire agreement between you and CARFAC Ontario with respect to the Program. There are no oral, email, or other representations that form part of this agreement unless set out herein.

If any provision of this agreement is held to be invalid, void, or unenforceable by a court or other body of competent jurisdiction, such provision shall be severed from this agreement, and the validity and enforceability of the remaining provisions shall not be affected.

Delay or failure to insist on strict performance of any provision of this agreement shall not constitute a waiver of that provision or any other provision.

For questions about this agreement or the Program, please contact:

CARFAC Member Legal Services: Entcounsel — artlaw@entcounsel.com

Program administration: CARFAC Ontario — info@carfacontario.ca