Terms of Use

User Terms of Service

Updated February 2024

1. Introduction

Welcome to BorderPass! Please carefully read these Terms of Service ("Agreement") as they govern your use of our platform. BorderPass is a technology tool designed to assist Users (“Users”) in the visa application process, prior to review by Canadian immigration lawyers. BorderPass software itself is not a law firm and the software does not provide any legal services but the input provided by a User is used to build applications for review by lawyers.

2. User Relationship

While BorderPass is not a law firm, we have in-house immigration lawyers who actively support and guide Users throughout their immigration applications using the BorderPass software as a tool. The technology itself does not provide legal advice, but our legal professionals offer assistance and support within the application process or through direct consultations with clients. When utilizing BorderPass, users are obligated to acknowledge a Use of Representation Form and a Retainer Agreement. It is essential to emphasize that by doing so, users designate legal counsel using the BorderPass software as the authorized representative responsible for communication with pertinent entities on their behalf.

3. Communication

Communications, whether via email or live chat on the BorderPass software platform, or Zendesk, do not constitute legal advice. Information provided through these channels is for informational purposes only. Users can, if necessary, seek a direct consultation from lawyers through the BorderPass software platform.

4. Disclaimer

BorderPass is not liable for actions taken by users based on information solely provided through live chat or Zendesk.

5. Intellectual Property

Legal correspondence generated by BorderPass or its counsels is the intellectual property of BorderPass. Unauthorized copying, generation, or use of this correspondence by third parties without our explicit written consent is strictly prohibited.By using BorderPass, you agree to abide by these terms. If you have any questions or concerns, please contact our support team.

More details in the Privacy Policy.

Subscription Agreement

Updated June 2023

This Subscription Agreement (“Agreement”) between BorderPass Corp. (“BorderPass“) and the undersigned Customer (the “Customer“) is effective as of the execution date set forth above. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the  parties agree as follows: 

1. Definitions.

Fees” means the fees described in the Subscription Form and the SERVICES, FEES & PAYMENT TERMS.

"FIPPA” means Ontario’s Freedom of Information and Protection of Privacy Act in effect from time to time. 

Funds” are CDN dollars. 

Customer Data” means all electronic data or information submitted by Customer and owned by Customer. 

Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious  code, files, scripts, agents or programs. 

Service” means BorderPass’ immigration management and visa application subscription services as detailed in SERVICES, FEES & PAYMENT TERMS above. 

Terms of Use” means the Terms of Service, Privacy Policy, and Security Policy, Retainer Agreement in each case as amended from time to time.

"DLI" means an educational institution that has been approved by a provincial or territorial government to host international students. These institutions have met specific criteria and requirements set by Immigration, Refugees, and Citizenship Canada (IRCC).

"Applicant" means an individual who has expressed interest in joining or enrolling in a program, course, or institution by submitting the necessary documentation, forms, or applications required for consideration by the admissions or enrollment department. This person is in the process of seeking admission or acceptance into a DLI.

User” means a student of the Customer whose subscription to use the Service has been purchased by the Customer and who is an authorized user of the Service.

“Academic Year” means the period of time during which a college offers its academic programs and courses, typically starting in the Fall term. The academic year is typically divided into three terms: Fall, Winter, and Spring. The Fall term usually begins in September and ends in December, the Winter term usually begins in January and ends in April, and the Spring term runs from May to August.

2. Subscription.

2.1 Provision of Service. BorderPass shall provide the Service to Users during the Term. Other than as expressly set forth in this Agreement, BorderPass shall make the Service available to Users in accordance with, and subject to, the Terms of Use. 

2.2 Term of Agreement. This Agreement shall continue for a period as set out in the Subscription Form  (the “Initial Term”). If the Initial Term is not specified in the Subscription Form, the Initial Term shall be one year. Upon the expiration of the Initial Term, this Agreement shall automatically renew for two (2) additional one-year periods (each, a “Renewal Term”), unless either party provides written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term. The Initial Term and any Renewal Term(s) shall collectively be referred to as the “Term” of this Agreement BorderPass to provide alerts to the Customer on or about ninety (90) days prior to the expiry of a prior term.

2.3 Termination of Agreement. Customer may terminate this Agreement In the event of any uncured breach by BorderPass of the terms of this Agreement, by providing at least thirty (30) days written notice including reasonably required details of the breach, in which case BorderPass shall forthwith refund to Customer any prepaid fees that have not been consumed by Users of the Service. Customer may also terminate in the event of voluntary or involuntary proceedings related to insolvency or bankruptcy or other proceedings dealing with creditors’ collective interests.

3. BorderPass Responsibilities.

3.1 BorderPass shall:

(i) in addition to its confidentiality obligations hereunder, not use or modify Customer Data without the Customer's consent (except for the purposes of performing the Service or exercising its rights under this Agreement) or disclose the Customer Data to anyone other tha Customer;

(ii) maintain the security and integrity of the Service and the Customer Data;

(iii)  comply with the applicable laws of Canada in providing the  Services 

(iv) use commercially reasonable efforts to  make the Service available twenty-four (24) hours a day, seven (7) days a week, except for: (a) planned  downtime; or (b) any unavailability caused by  circumstances beyond BorderPass' reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, computer, telecommunications, Internet service provider or hosting  facility failures or delays involving hardware, software or power systems not within BorderPass' possession or  reasonable control, and denial of service attacks. Audited and renewed annually, BorderPass maintains a Business Continuity and Disaster Recovery Plan to prepare BorderPass in the event of extended service outages caused by factors beyond our control, and to restore services to the widest extent possible in a minimum time frame.

(v) provide Customer with aggregate data reports and analytics on key metrics and information such as permit applications filed, permit applications approved, pre-assessment risk levels, and diversity metrics (such as passport country, marital status, age & gender). 

3.2 Data Location and Destruction. All storage and processing of Customer Data by Company shall be solely on servers located in Canada,  using industry-standard encryption methods both in transit and at rest. 

3.3 Security Breach Procedures. In the event of a breach of BorderPass’ security measures affecting Customer Data, BorderPass will notify Customer of such breach within 24 hours after discovery by BorderPass.

3.4 Accessibility. BorderPass to design its application in a manner that satisfies the requirements of the Accessibility for Ontarians with Disabilities Act (AODA). BorderPass products and services are currently designed based on the internationally recognized Web Content Accessibility Guidelines (WCAG) 2.1 Level AA. 

3.5 SOC 2 Type II Audit & Compliance. BorderPass is SOC 2 Type II compliant in accordance with American Institute of Certified Public Accountants (AICPA) standards for SOC for Service Organizations also known as SSAE 18. BorderPass was audited by Prescient Assurance, a leader in security and compliance attestation for B2B, SAAS companies worldwide, serving as third-party industry validation that BorderPass provides enterprise-level security for clients' data secured in BorderPass.

3.6 Service Level Expectations. BorderPass communicates service level expectations with Users, and BorderPass provides Users with a feedback/complaints process as part of a commitment to continuous improvement and responsiveness to student needs. 

4. Customer Responsibilities.

4.1.1 Customer Data. As between BorderPass and Customer, Customer exclusively owns all rights, title and  interest in and to all Customer Data. BorderPass shall not access Customer Data, except to: (x)  respond to service or technical problems or at Customer’s request, (y) as necessary for the operation of the Service or for billing purposes, or (z) collect data on the Customer’s usage of the Service for benchmarking and best  practices. Customer hereby grants BorderPass a non-exclusive license to use the Customer Data as reasonably required to provide the Service. Personal data included in Customer Data will only be processed in accordance with BorderPass’ Data Management Policy attached as Exhibit A (“Data Management Policy”).

4.1.2 User Data. All data collected through the Service from Customer’s Users (“User Data”) shall be used, stored and processed in accordance with the BorderPass privacy policy as set out at https://www.borderpass.ca/privacy.

4.2. Use Guidelines.

4.2.1. Customer shall not:

(i) license, sublicense, sell, resell, rent, lease, transfer, assign,  distribute, time share or otherwise commercially exploit or make the Service available to any b party except under the terms of this Agreement;

(ii) use the Service to send spam or otherwise duplicative or unsolicited messages in violation of  applicable laws;

(iii) knowingly use the Service to send or store infringing, obscene, threatening, libelous,  or otherwise unlawful or tortious material, including material that is harmful to children or violates third-party privacy or publicity rights;

(iv) knowingly use the Service to send or store Malicious Code;

(v)  interfere with or disrupt the integrity or performance of the Service or the data contained therein;

(vi)  attempt to gain unauthorized access to the Service or its related systems or networks.

5. Terms of Use. As a condition of creating an account and use of the Service, Users must agree to the Terms of Use. BorderPass will provide notice to the Customer and User if there are any material changes to the Terms of Use. 

6. Audit Rights. BorderPass shall have the right to use the capabilities of the Service to confirm the number of Users using the Service and Customer’s compliance with this Agreement. 

7. Suspension of Service. If Customer’s account is thirty (30) days or more overdue (except with respect  to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies,  BorderPass reserves the right to suspend the Service provided to Customer and its Users, without liability to Customer,  until such amounts are paid in full. BorderPass to give notice prior to exercising the right of suspension of at least ten (10) business days. 

8. Proprietary Rights. 

8.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, BorderPass reserves all  rights, title and interest in and to the Service, including all related intellectual property rights. No rights  are granted to Customer hereunder other than as expressly set forth herein.

8.2. Restrictions.

8.2.1. Customer shall not (and shall not allow any third party to):

(i) modify, translate, reverse  engineer, decompile, disassemble, or create derivative works based on the Service except to the extent  that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary;

(ii) circumvent any user limits or other timing or use restrictions that are built into the Service;

(iii) remove  any proprietary notices, labels, or marks from the Service or The Terms of Use;

(iv) frame or mirror any  content forming part of the Service;

(v) access the Service in order to 

(a) build a competitive product or  service, or

(b) copy any ideas, features, functions or graphics of the Service; or 

(vi) use all or any portion  of the Service for hazardous purposes requiring fail-safe performance, such as aircraft navigation, air  traffic control, or weapons systems, in which the failure of the Service could lead directly to death,  personal injury, or severe physical or environmental damage. 

9. Suggestions. BorderPass shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable,  perpetual, unrestricted license to use or incorporate into the Service any suggestions, enhancement  requests, recommendations or other feedback provided by Customer or its Users relating to the operation  of the Service (“Suggestions”). 

10. Confidentiality. 

10.1. Definition of Confidential Information. As used herein, “Confidential Information” means all  confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party  (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably  should be understood to be confidential given the nature of the information and the circumstances of  disclosure, including the terms and conditions of this Agreement, the Customer Data, the  Service, business and marketing plans, technology and technical information, product designs, and  business processes. Confidential Information shall not include any information that:

(i) is or becomes  generally known to the public without breach of any obligation owed to the Disclosing Party;

(ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any  obligation owed to the Disclosing Party;

(iii) was independently developed by the Receiving Party  without breach of any obligation owed to the Disclosing Party;

(iv) is received from a third party without  breach of any obligation owed to the Disclosing Party or

(v) is required to be disclosed by applicable law  or legal proceedings. 

10.2. Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the  Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s  prior written permission.

10.3. Data Security. BorderPass shall implement and maintain appropriate and reasonable organizational and technical  security measures in line with recognized standard cyber security frameworks (including those with  respect to personnel, facilities, hardware, software, software development, data storage, networking,  access control, monitoring and logging, vulnerability management, and breach detection and response) to  protect against unauthorized or accidental access, loss, modification, disclosure, or destruction of Customer Data.

10.4 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other  party in the same manner that it protects the confidentiality of its own proprietary and confidential  information of like kind (but in no event using less than reasonable care). 

10.5. Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential  Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such  compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s  cost, if the Disclosing Party wishes to contest the disclosure. 

10.6. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential  Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing  Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to  enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may  be inadequate. 

10.7. Publicity. Neither party may issue press releases relating to this Agreement without the other party’s  prior written consent. Each party may include the name and logo of the other party in lists of customers or  vendors in accordance with the other party’s standard guidelines. 

11. Insurance. BorderPass shall maintain at its own cost Cyber and Technology Professional Liability Insurance with a limit of liability not less than one million ($1,000,000) per claim. BorderPass shall maintain appropriate levels of insurance to cover the requirements and exposures contained  in this agreement.

12. Warranties & Disclaimers. 

12.1.Warranties. Each party represents and warrants that it has the legal power to enter into this  Agreement. BorderPass represents and warrants that the Service will not contain or transmit to Customer any  Malicious Code (except for any Malicious Code contained in User or Customer-uploaded materials or  otherwise originating from Customer or a User). BorderPass represents and warrants that the entering into of the Master Subscription Agreement and the performance of the Service does not conflict with, or result in the breach of any agreement to which BorderPass is a party; nor infringe upon the intellectual property rights of third parties. BorderPass represents and warrants that it has, and will maintain throughout the Initial Term and any Renewal Terms, the required skills, qualifications, expertise, experience and resources to perform the Service; and that the Service shall be performed in a competent and professional manner and in accordance with all applicable laws, rules or regulations as the same may apply to the Service.

12.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY  REPRESENTATIONS AND PROVIDES ANY WARRANTIES OR CONDITIONS OF ANY KIND,  WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY  DISCLAIMS ALL IMPLIED REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS,  INCLUDING ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF  MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE,  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

13. Indemnification. 

13.1. Indemnification by BorderPass. Subject to this Agreement, BorderPass shall indemnify Customer against any  damage (including reasonable attorneys’ fees) awarded to a third party against Customer by a court of  competent jurisdiction in any proceedings made or brought against Customer by a third party alleging that the use of the Service as contemplated hereunder infringes, on its own and not in combination with other services, upon the intellectual property rights of a third party (“IP Claims”); subject to the condition that Customer (a) promptly gives written notice of each IP Claim to BorderPass; (b) gives BorderPass sole control of the defense and settlement of each IP Claim (provided that BorderPass may not settle or defend any IP Claim unless it unconditionally  releases Customer of all liability); and (c) provides to BorderPass, at BorderPass' cost, all reasonable assistance in  respect to each IP Claim.

13.2 Mutual Indemnification.  Subject to Section 14 below, each party shall indemnify and hold harmless the other party, its officers, directors, employees, agents, affiliates, successors and assigns from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or in connection with any breach of this Agreement by the indemnifying party or its personnel. This indemnification shall not apply to any claims, damages, liabilities, costs and expenses arising out of or resulting from the gross negligence or willful misconduct of the indemnified party or its personnel. Notwithstanding the foregoing, in no event shall either party be liable for any indirect, incidental, special, punitive or consequential damages, including without limitation, loss of profits, loss of revenue, loss of use or interruption of business, even if advised of the possibility of such damages.

13.3. Mitigation. If (a) BorderPass becomes aware of an actual or potential IP Claim, or (b) Customer provides  BorderPass with notice of an actual or potential IP Claim, BorderPass may (or in the case of an injunction against  Customer, shall), at BorderPass' sole option and determination: (I) procure for Customer the right to continue  to use the Service; or (II) replace or modify the Service with equivalent or better functionality so that  Customer’s use is no longer infringing; or (III) if (I) or (II) are not commercially reasonable, terminate  provision of the Service and refund to Customer any prepaid Service fees for any periods after the  termination of the Service, less any outstanding moneys owed by Customer to BorderPass. 

13.4. Exclusions. The obligations in Sections 13.1 and 13.2 do not extend to (1) any IP Claim based upon  infringement or alleged infringement of any patent, trademark, copyright or other intellectual property  right by the combination of the Service furnished by BorderPass with other products, software or services not  provided by BorderPass; (2) any IP Claim related to any Customer Data, or (3) any IP Claim related to any use  or exercise of any other right in respect to the Service outside the scope of the rights granted in this  Agreement. 

14. Limitation of Liability.

14.1. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY  ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT  (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE  AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER HEREUNDER IN THE SIX  MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.

14.2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE  ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR FOR ANY INDIRECT,  SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT  LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS  INTERRUPTION, LOSS OF DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS)  HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR  UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN  ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

14.3. Certain Damages Not Excluded. NOTWITHSTANDING THE FOREGOING, NO LIMITATION OF  EITHER PARTY’S LIABILITY SET FORTH IN THIS AGREEMENT SHALL APPLY TO (I)  DAMAGES ARISING FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (II) DAMAGES ARISING FROM ANY INFRINGEMENT AND/OR MISAPPROPRIATION OF A  PARTY’S INTELLECTUAL PROPERTY RIGHTS; OR (III) ANY CLAIMS FOR NON-PAYMENT.

15. General Provisions.

15.1 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a  partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. 

15.2. Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given in  by registered mail to the following attention and address or by email provided, however, that notice of any e-mail communication  shall be deemed to be received 48 hours after an email is sent. 

To BorderPass:

Email: sally@borderpass.ca, CC: jonathan@borderpass.ca, finance@borderpass.ca

Address:  33 Bloor St. E, 5th Floor, Toronto, ON M4W 3H1, Canada

15.3. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under  this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies  provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. 

15.4. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be  contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the  objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of  this Agreement shall remain in effect. 

15.5. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation  of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld).  Notwithstanding the foregoing, each party may assign this Agreement in its entirety, without consent of  the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or  substantially all of its stock or assets. Any attempt by a party to assign its rights or obligations under this  Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this  Agreement shall bind and insure to the benefit of the parties, their respective successors and permitted  assigns.

15.6 Dispute Resolution. Utilize the persons identified under the heading of Additional Collaboration & Employability Portal to form an oversight committee that will meet monthly (initially) or on request of a party, to address any operational concerns that a party may have, and to hear and attempt to resolve any disputes. If the oversight committee is unable to resolve (by mutual agreement on behalf of the respective parties) any dispute, the matter shall be referred to the respective Presidents of each party, and failing agreement at that level, referred to arbitration under the relevant statutory authority (of Ontario). In the event of a dispute arising out of or in connection with the terms  of this Agreement between Customer and BorderPass, then Customer agrees to attempt to settle the dispute by  engaging in good faith negotiations with BorderPass in a process of mediation before commencing arbitration or litigation. The matter shall be referred to the respective Presidents of each party, and failing agreement at that level they agree to submit those issues in dispute to binding arbitration pursuant to the Commercial Arbitration Act and Commercial Arbitration Code annexed thereto (R.S.C. 1985, ch. 17 (2nd Supp.) as am.); and the parties agree to the specific Terms of Arbitration as set forth in SCHEDULE B to this Contract.The parties confirm that it is their wish that this Agreement as well as all other documents  relating to this Agreement, including notices, be drawn up in English only.

15.7. Governing Law. If the Customer resides in Canada and uses the System in Canada, this Agreement is  to be construed under the laws of the Province of Ontario.  

15.8. Force Majeure. Neither party shall be responsible for its failure to perform to the extent due to  unforeseen circumstances or causes beyond its control, including but not limited to acts of God, wars,  terrorism, riots, pandemics, embargoes, acts of civil or military authorities, fires, floods, accidents, or strikes, labor  problems (other than those involving the employees of the affected party), computer, telecommunications,  Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within a party’s possession or reasonable control, provided that such party gives the other party prompt written notice of the failure to perform and the reason therefore and uses its reasonable  efforts to limit the resulting delay in its performance, or in the context of this agreement directives from the Ministry that impose limits on international enrolment which may impact the Fees payable pursuant to the Agreement. Audited and renewed annually, BorderPass maintains a Business Continuity and Disaster Recovery Plan  to prepare BorderPass in the event of extended service outages caused by factors beyond our control, and to restore services to the widest extent possible in a minimum time frame.

15.9. Non-disclosure of terms of this Agreement. BorderPass and the Customer agree that the terms of this agreement are proprietary to each of them, shall be maintained in confidence, and there shall be no disclosure of the terms of this agreement to third parties. If either party is required by application of law to make disclosure, it shall immediately provide notice to the other party of such requirement.

15.10 Non-publication or announcements. BorderPass and the Customer agree that there shall be no public announcements or other communications related to this agreement unless the parties mutually agree in advance on the content thereof. In addition, if either party is required to submit information related to this agreement to a government agency (Federal or Provincial) it shall advise the other party, and the parties shall cooperate and coordinate with respect to any such submission.

15.11 User Consent on Immigration Events. BorderPass will  request consent from User to notify the Customer of specific immigration events (such as securing employment or gaining permanent residence) for the purpose of the Customer celebrating and acknowledging such events. 

15.12. Entire Agreement. This Agreement, including all schedules, exhibits and addenda hereto, and the  Terms of Use constitute(s) the entire agreement between the parties, and supersedes all prior and  contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.  No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in  writing and signed by the party against whom the modification, amendment or waiver is to be asserted. To  the extent of any conflict or inconsistency between the provisions in the body of this Agreement and the Terms of Use, the terms of this Agreement shall prevail. 

15.13. Counterparts. This Agreement may be executed by facsimile and in counterparts, which taken together shall form one legal instrument.

Retainer Agreement for Legal Services

Updated April 2023

RETAINER AGREEMENT FOR LEGAL SERVICES FOR A NEW STUDY PERMIT or STUDY PERMIT EXTENSION or POST - GRADUATION WORK PERMIT (“Application”)

PRIVILEGED AND CONFIDENTIAL

Between Your BorderPass Lawyer And the Applicant (“You”)

You hereby retain and employ Your BorderPass Lawyer as your solicitor with respect to legal services for the above relevant Application including assisting you in the preparation of documents and submission of the Application. You acknowledge that Your BorderPass Lawyer has not undertaken to advise you as to tax law or on any other matters except those referred to in this Agreement. You acknowledge that this is a limited scope retainer, and Your BorderPass Lawyer will not represent You beyond the scope of this Agreement. If your Application includes dependents such as a spouse or children, these dependents will also be covered by the terms of this Agreement. Legal fees may be covered by your academic institution but do not include government application fees and other disbursements. If your legal fees are not covered by your academic institution, they will be charged in advance of provision of these limited legal services as quoted at the time of engagement. Your legal fees are listed on the screen above, and you acknowledge and agree to their payment in advance. Legal Fees are due and payable irrespective of the success of your Application or the failure by You to disclose certain information or complete the application process.  Issues that arise that complicate your Application and necessitate the allocation of more resources than normal, including requests by government agencies for new forms or the updating of forms already submitted may require payment of additional fees that will be disclosed and agreed to prior to the allocation of such additional legal resources. The precise time frame for the processing of your Application cannot be guaranteed as such time frame is dependent upon the resources and volume at any particular government agency at any given time.

DISBURSEMENTS

You agree to pay all disbursements incurred by BorderPass Corp. or Your BorderPass Lawyer on your behalf. Additional disbursements may include government processing fees, couriers, copying charges, translation charges and transportation expenses, as well as any applicable taxes. These disbursements will be deducted from your credit card on file along with an administrative handling fee.

PAYMENT

All charges are due when invoiced and will be charged to your credit card on file. Legal fees, government fees, processing fees and administrative fees will be charged in advance to the filing of your Application. In the event that your Application has been paid in advance by an institution, you will be invoiced for government, processing fees and administrative fees prior to your Application filing.

LIMITED SCOPE RETAINER

You fully acknowledge that Your BorderPass Lawyer’s representation does not extend past your Application. Your Application details are detailed on the screen above and are limited to the visa and/or service specified. Your BorderPass Lawyer will not continue its representation in the event your Application is refused, or other complicated circumstances arise such as interviews. This is at the complete discretion of BorderPass Corp. and may entail additional costs. For clarity, Your BorderPass Lawyer’s representation does continue should the Government of Canada request further documentation from You and other non-determinate correspondence with the Government of Canada. Your representation from Your BorderPass Lawyer ends once you are given a decision on your visa application from the Government of Canada and Your BorderPass Lawyer’s representation does not extend to any appearances at a court, tribunal, appeals or other adjudicative body.

JOINT RETAINER

1. You have asked Your BorderPass Lawyer to act as your legal representative in the specified matter(s). This may include acting for family members and dependents. 2. In acting for more than one party in this retainer, Your BorderPass Lawyer may from time to time receive confidential information, such as confidential financial, background or health information in connection with this matter, from one party, that is confidential with respect to the other parties. 3. No information received in connection with this matter from one party can be treated as confidential so far as any of the other parties are concerned. 4. Should a conflict develop that cannot be resolved, and Your BorderPass Lawyer is no longer able to represent any or all parties to this agreement, Your BorderPass Lawyer may have to withdraw completely with respect to the matter in question. At that point, each of you will have an obligation to seek independent legal advice. 5. Your BorderPass Lawyer may, however, at the instruction of one of you and with the consent of all parties, continue to advise and represent one of you, with the understanding that no information gained through the course of the relationship can be used to the detriment of the other parties to this retainer, and at the request of any or all of you, shall refer you to alternate counsel.

INFORMATION TO THIRD PARTIES

You agree that Your BorderPass Lawyer can share information with BorderPass Corp. and utilize BorderPass software in the provisioning of any services under this Agreement.

CHANGES IN LAW OR REGULATIONS

The *Immigration and Refugee Protection Act* and *Regulations* grants officials in the Department of Citizenship and Immigration Canada the power to retroactively assess applications that have already been filed and this power could, if used, negatively impact your application(s). If immigration law, regulation or policy changes during the course of our representation of you such that you no longer qualify and cannot proceed, you will be billed for the work done up to and including the date on which you became ineligible.

STAFFING

Your BorderPass Lawyer will be a licensed practitioner in a Canadian province and the provision of services to You may involve different lawyers and/or legal assistants as required.

ACCURACY AND DISCLOSURE

You acknowledge that all information provided to Your BorderPass Lawyer is truthful and accurate and You recognize that any inaccuracies may affect the approval of any application(s) or retention of any status after you have arrived in Canada. You agree to inform Your BorderPass Lawyer of any communication relevant to your application received from the Government of Canada or any Provincial Government and to inform Your BorderPass Lawyer of any changes in information relating to your address, employment or marital status or any other information or circumstances bearing on your application. You agree to complete all forms required and to obtain all documents and information necessary to the processing of your application.

IDENTITY OF THE CLIENT

The verification of your identity must be obtained before the terms of this Agreement come into effect.

IDENTIFICATION OF POTENTIAL CONFLICTS

Your BorderPass Lawyer undertakes not to take on any matter that would create substantial risk to its representation of You on the matters described herein or if its representation of You would be otherwise materially or adversely (affected a “conflicting interest”). Should a conflicting interest be discovered at a later date, Your BorderPass Lawyer will advise You promptly. You undertake to advise Your BorderPass Lawyer immediately if there are any known names that should be identified as a potential conflicting interest in connection with this Agreement and acknowledge that BorderPass is relying on You to identify any interests which may be adverse to your own.

PRIVACY

In the course of acting for You, You may provide Your BorderPass Lawyer with personal information that is subject to applicable privacy protection laws. On your behalf, Your BorderPass Lawyer will collect, use and disclose this information for the purpose of processing your Application. You acknowledge that in processing your Application, information provided by You to Your BorderPass Lawyer may be requested by government bodies or officials thereof in the administration of various immigration programs. Where such information is lawfully required, you hereby consent to the disclosure of such information.

ELECTRONIC COMMUNICATIONS

During the course of your engagement with Your BorderPass Lawyer you will exchange electronic versions of documents and emails using commercially available software and BorderPass Corp’s software. You fully acknowledge that all technology is still vulnerable to attack by viruses and other hacking methods. As a result, while Your BorderPass Lawyer and BorderPass Corp. has sought to take countermeasures, its system may occasionally reject communications sent by you, and your system may occasionally reject communications sent by Your BorderPass Lawyer or BorderPass Corp. Accordingly, it cannot be guaranteed, and no warranty is made, that such communications and electronic documents will always be received and/or be virus or hack free. In addition, BorderPass Corp. and Your BorderPass Lawyer makes no warranty with respect to the security of any electronic communication with You and You consent to the exchange of electronic communications, including confidential documents, unencrypted.

COMPLETION OF THIS AGREEMENT

Your BorderPass Lawyer’s representation of You will cease upon your visa decision on the Application. Any and all records retained by BorderPass Corp. or Your BorderPass Lawyer may be destroyed under a document retention policy. Ongoing access to your documents may only be obtained on the BorderPass Corp. platform by members in good standing.

TERMINATION OF THIS AGREEMENT

Your BorderPass Lawyer reserves the right to rescind and revoke this Agreement at any time if the information provided by You, is found to be untruthful, misleading or false, or if your account remains unpaid. You understand and acknowledge that the provision by You of inaccurate, incorrect or incomplete information could adversely affect the approval of your Application and/or the retention of your status in Canada. You may terminate this agreement at any time and upon such termination, all unpaid legal fees, costs and disbursements incurred to date will become due and payable. BorderPass Corp. provides regular updates and information on matters of interest and the fact that BorderPass Corp. may subsequently send you information on legal developments without charge, or that you may be included in general mailings, will not alter the fact that this agreement has been terminated.

GOVERNING LAW

Your engagement is governed by the laws of the Province of Ontario and the federal laws of Canada. Any dispute between you and Your BorderPass Lawyer will be addressed exclusively in the courts of Ontario.

FORMS, LETTERS, AND LEGAL DOCUMENTS

You also acknowledge that information you provide to us, including information and answers provided in Questionnaires, may be used on official immigration forms and letters that may be included in your Application to IRCC. You also acknowledge that immigration forms are legal documents.


Any questions concerning the provisions of this agreement should be addressed to BorderPass Corp. *prior* to You clicking acceptance to this agreement.

By clicking Accept, this acts as a digital signature, and You fully acknowledge and agree to the entirety of the above agreement.