Zown engagement letter

Thank you for choosing Philer AI (“Philer”, “we”, “us” or “our”) as your legal closing. 

These standard service terms will apply to any matter in which you engage us unless otherwise agreed upon between you and Philer AI.

The “Client”

Upon acceptance of this letter, you will become a “Client” of Philer AI, and not just a “Visitor” of the Philer.ai website, which is run by the corporation Philer Inc. 

The clients for which we are engaged to act in this matter are the ones who currently have ownership (in the instance of a sale or refinance) or will have ownership (in the instance of a purchase) of the property of focus. In certain circumstances, we may act for your mortgage lender under a joint retainer. In these circumstances, we will disclose this information to you and explain the potential for conflicts. We will not be acting for any other corporations or individuals. We are authorized to act in this engagement on your instructions (i.e. the client’s instructions) or those of such other person(s) as you advise us in writing is authorized to instruct us. 

Description of Services

You have asked us, and we have agreed, to act for you in the matter described below. The purpose of this letter is to summarize and confirm the terms of your engagement with us. 

You are engaging us to represent you in connection with a property purchase or sale.  

For a purchase: 

We anticipate that our representation will involve taking the following steps on your behalf: 

1. Receiving documents and instructions from you, and your first mortgage lender, if applicable; 
2. Requesting and collecting all necessary information from you, your agents, and third parties including property tax authorities;  
3. Producing all necessary documentation to complete the purchase transaction and registration of first mortgage on title; 
4. Conducting a title search of the Property; 
5. Composing a requisition letter to the vendor’s lawyer identifying any on-title (and off-title issues that we are aware of) that we will require the vendor’s lawyer to resolve on or before closing; 
6. Arranging title insurance if required; 
7. Scheduling a virtual meeting between you and your assigned lawyer to confirm your identity, review all numbers involved in the transaction, explain all documents that you will be required to sign, witness your signature on all required documents, and answer any questions you may have about the transaction or the closing process generally; 
8. Negotiating resolutions to any minor issues holding up closing; 
9. Receiving funds from you and your first mortgage lender; 
10. Sending funds to the vendor’s lawyer, remitting your land transfer tax amount, and paying our account; 
11. Registering one Transfer and one Charge/Mortgage on title; and 
12. Reporting to you and your first mortgage lender. 

Anything not specifically listed above may extend beyond the scope of our engagement, and may require you to pay additional fees and disbursements. We will notify you at our earliest opportunity if we believe the needs of your transaction may extend beyond the scope of our engagement and require the payment of additional fees. 

For a sale: 

We anticipate that our representation will involve taking the following steps on your behalf: 

1. Receiving documents and instructions from you; 
2. Requesting and collecting all necessary information from you, your agents, the lender of your outstanding mortgage (if applicable), and third parties including property tax authorities;  
3. Producing all necessary documentation to complete the sale transaction and registration of a discharge of the first mortgage on title; 
4. Reviewing and responding to the requisition letter from the Purchaser’s lawyer; 
5. Performing any reasonable actions required to correct title defects; 
6. Scheduling a virtual meeting between you and your assigned lawyer to confirm your identity, review all numbers involved in the transaction, explain all documents that you will be required to sign, witness your signature on all required documents, and answer any questions you may have about the transaction or the closing process generally; 
7. Negotiating resolutions to any minor issues holding up closing; 
8. Receiving funds from the purchaser’s lawyer; 
9. Arranging payouts for your first mortgage, Realtor commission, and other creditors 
10. Paying your legal account from sale proceeds; 
11. Providing you with the balance of the sale proceeds; 
12. Registering one Discharge, if applicable; and 
13. Reporting to you. 

Anything not specifically listed above may extend beyond the scope of our engagement, and may require you to pay additional fees and disbursements. We will notify you at our earliest opportunity if we believe the needs of your transaction may extend beyond the scope of our engagement and require the payment of additional fees. 

Lawyers

We expect that most of the work will be performed by a Philer AI Lawyer- Ryan Martin (LSO #71370L) ; and the Philer client support team. We will ensure that no single lawyer and/or support staff will work on both sides of a transaction. 

How We Manage Conflicts

In the course of a property transaction, the primary instance of a potential conflict arising is the representation of both the buyer and seller in a property transaction. The same Philer AI Lawyer will not represent both the buyer and seller in a property transaction. However, different Philer AI Lawyers may represent both the buyer and seller as long as there is no shared staff. In engaging us for legal services, you consent and agree that another of our lawyers may represent the other party involved in your property transaction. 

If there are additional conflicts of concern beyond those previously mentioned, please let us know immediately. Please also advise us if there are any other names used by one of the parties that we should search in connection with this matter or if there are any changes or additions to these names in the future. We are relying on you to let us know of any other parties who become involved in this matter, including any parties whose interests may be adverse to yours, including spouses who may hold an interest in the property. 

Fees and Disbursements

A detailed summary of fees and disbursements for your account will be provided closer to your closing date, when all relevant expenses and fees have been calculated. At that time, you will be required to review and accept these fees and disbursements before the property transaction continues forward. 

Philer Closing Fee – Zown Special Pricing

Assuming the scope of work is as outlined above, it is confirmed that the Philer AI closing fee that will be charged in this matter are listed below: 

Purchase: 

Closing (Re-sale): $1,299.00 plus HST ; Closing (Pre-Construction): $1,499.00 plus HST. 

Sale: $1,299.00 plus HST. 

Refinance: $999.00 plus HST. 

Status Certificate Review: $250.00 plus HST. 

Independent Legal Advice: $199.00 plus HST.  

Additional Costs to keep in mind:

For a purchase: 

• Work Beyond Description of Services – there will be an additional fee for any work performed beyond the scope of the description of services outlined above. This includes, but is not limited to, items such as the preparation of an additional mortgage or loan, beyond the one that is included in our described services. 

• Title Insurance – title insurance is an insurance policy that protects property owners and their lenders against losses related to the property’s title or ownership. On your behalf, Philer will coordinate title insurance for the property being purchased.

• Land Transfer Tax – the government of Ontario levies a land transfer tax that is calculated based on the purchase price of your property. Please note that if you are purchasing a property in Toronto, the city charges an additional land transfer tax on top of that levied by the province.  

• Mortgage Broker Commissions – if you use a mortgage broker to secure your mortgage, they may charge you for their services and you are responsible for the cost of those services. On your behalf, Philer will facilitate the payment of the commission as part of your total closing costs. 

For a sale: 

• Work Beyond Description of Services – there will be an additional fee for any work performed beyond the scope of the description of services outlined above. This includes, but is not limited to, items such as the discharge of an additional mortgage or loan, beyond the one that is included in our described services. 

• Real Estate Agent Commissions – the seller is responsible for the payment of commissions to the real estate agents representing both the buyer and seller. On your behalf, Philer will facilitate the payment of the commission as part of your total closing costs. 

In addition, you will be responsible for closing adjustments, such as property taxes. These adjustments will be reviewed with you prior to closing. 

Deposit in Respect of Fees

Depending on the scope of work we undertake or as this matter progresses, we may request from you an advance deposit to be held in trust in Philer AI’s trust account. We will use these funds to pay our invoices to you for our fees and expenses. The amount of the deposit is not an estimate of fees or expenses. Any unused funds will be returned to you. 

Client Identification and Verification

Lawyers are required to follow client identification and verification procedures when engaged by a client to provide legal services. Accordingly, before we begin work on your behalf, we will require information from you concerning your identity. In addition, for some transactional work, we will require information to verify your identity (to confirm who you are), the source of the funds involved and, if the client is not an individual, we will also make inquiries about beneficial ownership of the client before the transaction occurs. 

Philer Application

We leverage the Philer Application (“Application”) to facilitate your property transaction. The Application is owned and operated by Philer Inc. It enables us to more efficiently and effectively deliver our legal services to you. In engaging with us for legal services, you consent to the use of the Application to facilitate the flow of activities required to close your property transaction. 

Please reference the Privacy Policy and Terms & Conditions of Philer Inc. via Philer.ai for additional details.  

Electronic Communications

We will facilitate your property transaction and communicate with you through both the Philer Application (“Application”) and electronic communications, including email and SMS. The Application and electronic communications may contain information or documents that are confidential or privileged. If you do not wish to use the Application or electronic communications, you will be unable to enter into an engagement with Philer. 

There is a risk that the Application and electronic communications may be interfered with by third parties. Neither of us will be responsible to the other, or have any liability for any actions of any third parties, with respect to electronic communications either of us might send the other, or for any delay or non-delivery, or other damage caused in connection with an electronic communication. 

Electronic Signatures

During the course of the engagement, we will require your signature on certain documents. As a digital services provider, Philer AI will not require a signature in pen, except in very rare circumstances where a lender or other party will not accept digital signatures.  

For documents that require signature, we will provide you with a link to a document package available on DocuSign, which is a digital signature service not affiliated with Philer. 

DocuSign is ISO 27001:2013 certified. This is the highest level of global information security assurance available today, and provides customers assurance that DocuSign meets stringent international standards on security. 

By engaging Philer AI to provide legal services, you agree to use DocuSign for all digital signatures. 

Privacy

In the course of acting for you, you may disclose to us (and we may collect, use and disclose) personal information that is subject to applicable privacy protection laws. You can review a copy of our Privacy Policy here, or contact a member of your legal service team.

Limitations of Services

While we will have your financial and business objectives in mind, we cannot provide advice relating to any area of law other than Ontario residential real estate law. We do not, as examples, provide financial, tax, insurance, corporate or accounting advice. 

Termination of Legal Services

You have the right to terminate our services upon written notice to us via email to contact@Philer.ai.

Subject to our obligations to you to maintain proper standards of professional conduct, we reserve the right to terminate our services to you for good reasons which include, but are not limited to: 

• if you fail to cooperate with us in any reasonable request; 

• if there is a serious loss of confidence between us and you; 

• if our continuing to act would be unethical; 

• if you fail to pay our accounts when rendered. 

If you terminate our services, you would have to pay our fee and any disbursements, other charges, and the applicable taxes incurred up until the time we stopped acting for you. 

Agreement

In signing up for your property closing via Philer AI, acknowledging our Privacy Policy and Engagement Letter, and indicating your engagement of our legal services, you agree to the terms outlined above. If you decide that you do not want us to proceed on your behalf, do not acknowledge this engagement letter or proceed with use of Philer AI’s legal services.