Standard Terms of Engagement for Consulting Services

This statement sets out the standard terms of your engagement of retailSOS.ca (dba pharmacySOS) as your consultants. Unless modified in writing, these terms will form an integral part of your agreement with us.

We would like you to have a clear understanding of the consulting services we will provide. Therefore, we ask that you review this statement carefully and contact us if you have any questions so that they can be dealt with promptly.  We also suggest that you retain this statement for future reference.

Our Undertaking

We will always act on your behalf to the best of our ability, in a competent and professional manner basing our work on the facts you provide to us. Any opinions we give concerning the outcome of your matters are expressions of our professional judgment and cannot be regarded as guarantees. Such opinions are limited by our knowledge of the facts and based on the provisions of the available information at the time they are expressed.

Who Will Provide Consulting Services

As our client, you will be served by an individual consultant who is responsible for your affairs at all times. Under this consultant’s supervision your work, or parts of it, may be performed by other consultants, subcontractors, students, assistants, secretaries and support staff of the firm. This integrated approach allows for the involvement of consultants or other staff with special expertise in a particular area. It also enables us to provide you with a service that is both cost-effective and timely.

Subcontracting

We will subcontract for the provision of consulting services only as specifically set out or if otherwise approved by the client in advance and in writing. If subcontracting is permitted:

1. subcontractors will enter into agreements with provisions the same as those in the retailSOS.ca (also dba as pharmacySOS) Standard Terms of Engagement;
2. the consultant will remain responsible for the performance of all of the services, even those performed by subcontractors; and
3. unless otherwise specified in writing, the consultant will be responsible for paying all its subcontractors’ fees and expenses, without additional charge to the client beyond the fees and expenses specified.

How Fees Will Be Set

At all times we will emphasize a fair fee for you. The amount charged for our consulting services to you will be determined by such factors as the time spent by us on your behalf, the complexity of the matter, the skill, specialized knowledge, responsibility and experience of the consultants involved, the amount of money or value of “property” (intellectual or real) involved, the results obtained, and the time constraints imposed by you.

Of these factors, time, skill and effort required by the members of our firm are usually those weighted most heavily. We will keep accurate records of the time devoted to your work, including conferences (both in person and over the telephone), negotiations, factual research and analysis, document preparation and revision, travel on your behalf and other related matters.

On occasion, clients ask us to charge them on “an hourly basis” for the consulting services we provide. In such cases, our invoices will be determined by the hours invested by the members of the firm, including consultants, subcontractors, students, assistants, secretaries and support staff (while engaged in providing those services normally provided), at their regular hourly rates.

We are often requested to estimate the amounts of fees and costs likely to be incurred. This we will do whenever possible, based on our professional judgment. However, there must be a clear understanding on your part that this is not a maximum or fixed fee quotation.

Billing Arrangements and Terms of Payment

We will bill you for both fees and disbursements on a regular basis, usually monthly. You will agree to make payment upon receipt of our invoice/statement. We prefer an electronic funds transfer (EFT) such as an Interac transfer by email. You may also pay by cash, or cheque. We do not accept credit card payments.

Unpaid fees and disbursements will accrue interest at a rate shown on your invoice. We will give you prompt notice if your account becomes delinquent and you will agree to make the account or retainer deposit current. If your account is outstanding for an unreasonable amount of time, you will be asked to provide security covering the amount of your indebtedness to us. If your account is 90 days or more in arrears, and you do not arrange satisfactory terms of payment, we may withdraw from representing you and pursue collection of your account. In this situation you will agree to pay our collection costs for the debt including court costs, filing fees and a reasonable lawyer’s fee.

Out-of-Pocket Expenses

On behalf of our clients we regularly incur a variety of out-of-pocket expenses arising in connection with the consulting services we are providing. These out-of-pocket expenses will be described on our invoices as “disbursements”. Disbursements include charges made by government agencies and service vendors as well as clerical charges. Disbursements may include fax, and long distance telephone charges; messenger, courier, postal and express delivery charges; printing and copying costs; word processing; filing fees; transcript costs; and travel expenses. Disbursements may also include charges paid by us on your behalf to research materials and to database providers such as IPSOS/Insights West/Leger for market research conducted on their databases. Disbursements for which you will also be responsible may include charges made by outside agents, experts and consultants including accountants, appraisers and legal counsel, unless arrangements have been made for direct billing by those various outside agents to you. The disbursements we incur on your behalf, including the types of disbursements described above, with the applicable tax, will be payable by you in addition to our fees for consulting services rendered.

Retainer and Deposits

We frequently ask clients to deposit a retainer with us. Depending on the nature of the matter, we may apply this retainer to your invoice or, if it is an ongoing matter, we may ask you to pay our invoices as they are rendered and not apply the retainer until completion of the matter, when we render our final invoice. If funds remain after our final account has been rendered and paid, the balance of the retainer will be returned to you.

Confidentiality

“Confidential Information” means all information (whether in oral, written or electronic form) relating to the business, technology, personnel, marketing, customers, finances, products or services of the client, and includes confidential information received by the client from third parties, but excludes any information that:

1. was lawfully in the possession of the consultant before receiving it from the client;
2. is provided in good faith to the consultant by a third party without breaching any rights of the client or any other party;
3. is or becomes generally available to, or accessible by, the public through no fault of the consultant; or
4. is independently developed by the consultant without use of the disclosed “Confidential Information”.

We may use the client’s “Confidential Information” only for the purpose of performing the services and only to the extent required for that purpose. We will not use the client’s “Confidential Information” for any other purpose without the explicit written approval of the Client.

We will keep the client’s “Confidential Information” confidential, and will also cause its directors, officers, employees and agents to keep the client’s “Confidential Information” confidential. We will take all necessary steps (including those steps that the consultant takes to protect its own information that it regards as confidential) to maintain the confidentiality of the client’s “Confidential Information”.

We will not disclose the “Confidential Information” to any third party, nor the fact that it has obtained the “Confidential Information”, without the explicit written approval of the client.

If we receive a notice indicating that it may or will be legally required to disclose any of the client’s “Confidential Information”, we will notify the client promptly in writing so that the client may seek a protective order or another appropriate remedy, or waive compliance with this agreement. If a protective order or other remedy is not obtained for whatever reason, or if the client waives compliance with this Agreement, we will disclose no more than that portion of the “Confidential Information” required to be disclosed.

Personal Information

We recognize the importance of privacy and the sensitivity of personal information received by us while providing consulting services to our clients. We use our clients’ personal information for providing consulting services which includes: providing advice; communicating with our clients and where appropriate with third parties such as agents, advisors, subcontractors and experts billing; and from time to time, sending information that may be of interest to our clients. Our personal information handling practices are governed by the privacy laws of Canada. If you have any questions or concerns about our personal information handling practices, please contact Gerry Spitzner who can be reached at 604-985-4425 or retailsos@gmail.com.

Electronic messages

You consent and agree that retailSOS.ca (pharmacySOS) may communicate with you by sending electronic messages during the period of our retainer and thereafter (including without limitation via e-mails and social networks such as Linked-in, Facebook and Twitter) for the purposes of informing you concerning our services, events, our firm, consulting issues, industry news and matters generally. You may, at no cost to you, advise us that you no longer wish to receive electronic messages from retailSOS.ca (pharmacySOS), or any specified class of such messages by:

1. using the same electronic means by which an electronic message is sent from retailSOS.ca or pharmacySOS
2. if the same means is not practicable, other electronic means provided to you to do so; and/or
3. e-mail to retailsos@gmail.com.

We will implement your request within 10 business days following our receipt of your request.

Termination

You may terminate our consulting services at any time by notifying us. If this occurs, your papers and property will be returned to you promptly upon receipt of payment for outstanding fees and disbursements. We will retain our own files pertaining to the matter.

We may terminate our consulting services to you at any time for misrepresentation or failure to disclose material facts, action contrary to our advice, conflict of interest with another client, or for non-payment of our fees and expenses.

Governing Law and Courts

This Agreement will be governed by the laws in effect in Canada and the parties submit to the exclusive jurisdiction of the courts of the province of British Columbia.

Additional Services

As a full service consulting firm, retailSOS.ca (also dba as pharmacySOS) can provide you with a wide range of consulting advice affecting both personal and business matters. Should you have an additional problem that you believe may require a solution, please feel free to contact your principal consultant without obligation.

Conclusion

We thank you for having chosen us to assist you. Our philosophy is that personal contact is the basic ingredient of good client service. Therefore, please do not hesitate to contact us at any time if you wish to discuss any questions you may have now or in the future.