Agent for Executor Addendum

Welcome! 

When you choose to engage ClearEstate as your agent, you are consenting to the terms of this Addendum  (the “Addendum ”) which may be subject to change from time to time . Furthermore, you agree to consult ClearEstate’s Terms of Use and Privacy Policy from time to time and acknowledge that your continuing use of the Platform or the purchase and/or use of ClearEstate’s Services through the Platform means that you have accepted any changes that may have been made thereto. 

For the purposes hereof, the terms “ClearEstate”, “we,” “us,” and “our” refer to the Platform and to ClearEstate Technologies Inc. (doing business as “ClearEstate”), a company located at 200-481 Viger West Avenue, Montreal (Quebec) H2Z 1G6 Canada. 

This Addendum explain your obligations and responsibilities and ClearEstate’s rights in connection with our appointment as your agent for the execution of an estate.

In ClearEstate’s Terms of Use and Privacy Policy, the term “Platform” refers to the clearestate.com website and/or the ClearEstate mobile application, the term “Services” refers to the transactional pages and services we provide to executors, the term “Executor” refers to the person(s) designated by the deceased or appointed by law to liquidate the estate or execute his/her will in such capacity, the term “Deceased” means the person deceased and for which you engage us as your agent to liquidate the estate, and the term “Estate” (when capitalized) means the portal on the Platform created by the executor of an estate, ClearEstate or our business partners in order to settle an estate, access and use the Services and share information and documents with some other users of the Platform or the Services.

For greater clarity, in our Terms of Use, Privacy Policy and the Addendum, the term "Services", when referring to those offered and provided by ClearEstate, refer to the Platform and its features and functionalities and the professional, assistance and support services provided by ClearEstate, as the case may be. ClearEstate does not provide tax, accounting or legal services nor opinions but may act as an intermediary between Platform users and third party tax advisors, accountants, lawyers, as well as other professionals and business partners, all of them acting as independent contractors.

  1. Appointment as Agent for Executor

As the executor, by selecting a plan which includes engaging ClearEstate as “Agent for Executor”, you appoint ClearEstate as your agent to perform on your behalf your duties and legal responsibilities with respect to the Estate and consent to the terms of this Addendum. Under this plan, you will have access to our Platform,  and additional Services to facilitate the execution of the Estate. 

 Within 10 days of providing ClearEstate with the requested completed information forms, whether by uploading them directly on the Platform or submitting them to one of our estate administrators (“Estate Administrators”), ClearEstate will provide  you with a statement of work describing the Services ClearEstate will perform pursuant to this Addendum  on your behalf (the  “Statement of Work” or “SoW”). The Statement of Work, once approved by you, shall form part of this Addendum and ClearEstate will perform the Services agreed upon in the SoW, unless otherwise agreed by the parties in writing. 

  1. Additional Fees and Expenses 

In addition to ClearEstate’s quoted fees and associated Services,  you will be responsible to: 

  1. a) pay any provincial or federal sales tax, excise tax or other taxes chargeable and invoiced to you by ClearEstate; and 
  2. b) reimburse ClearEstate for any disbursements, out-of-pocket expenditures (such as certificate fees, courier charges, travel, etc.) or third party costs incurred by ClearEstate in the performance  of the Agent Services, including the fees charged by any Professional Advisors (as outlined below)  appointed by ClearEstate in accordance with this Agreement, that would fall outside  the scope of the selected ClearEstate plan.

Upon completion of the Agent Services, ClearEstate will provide you with an invoice outlining its fees and disbursements, which is due within 14 days of its issuance. If you wish to contest any fees in the invoice, you should provide ClearEstate with a written objection within 7 days of the date on the invoice, after which you will be deemed to have implicitly accepted it. . 

  1. Assets, Information and Documents 

ClearEstate will complete the Agent Services based upon the information that you provide. You agree to provide  accurate information, documents and records to ClearEstate upon its reasonable request, and execute all necessary documentation requested by ClearEstate to provide the Agent Services. ClearEstate will not be  responsible for any delays or interruptions  in the administration of the Estate resulting from the omission of information, or the submission of inaccurate or incomplete information by you. 

ClearEstate shall provide you with access to all documents, information and records generated in the provision of Agent Services and shall answer all related enquiries. 

You shall notify ClearEstate of any assets that shall be placed in ClearEstate’s care and custody (the  “Assets”). ClearEstate shall provide  you with a written receipt for any Assets received by you or on your behalf, and shall only be responsible for those Assets that are placed in its custody and care.  

ClearEstate is authorized to keep the Assets in any one or more of its offices or the places of business of its approved agents within or outside Canada. ClearEstate is authorized to keep Assets in bearer form or registered in its name or in the name of its sub-agents, and shall ensure that all Assets held by it are kept separate and distinct from its own assets and other client’s assets.  

 

  1. Professional Advisors 

ClearEstate may determine, in its sole discretion, that third party professionals should be retained in order to provide the Services. By agreeing to this Addendum, you hereby grant ClearEstate the authority to select, appoint, and instruct on your behalf such legal counsel, accountants, auditors, appraisers and other experts and advisors (the  “Professional Advisors”) as may be required by law or considered prudent for the purpose of providing the Services. ClearEstate may act and rely, and shall be protected when acting and relying in good faith, on the advice of Professional Advisors, whether retained by ClearEstate or by you, in relation to any matter arising in  the performance of the Services. You hereby consent to ClearEstate providing Professional Advisors with all documents, information and records required in order to provide the Services. ClearEstate will make reasonable efforts to limit the information disclosed to the minimum that is necessary to accomplish the intended purpose of the disclosure. ClearEstate shall ensure that any Professional Advisor or subcontractor of ClearEstate to whom ClearEstate provides personal information agrees to implement reasonable and appropriate safeguards to protect such information and, be bound by the same restrictions, terms and conditions that apply to ClearEstate as set out in our Privacy Policy. 

Any advice provided by Professional Advisors will be invoiced as disbursements and charged separately. ClearEstate will get your approval for such charges before engaging any Professional Advisors. 

  1. Limitation of Liability 

ClearEstate shall not have any liability in the event that any information exchanged or provided pursuant to this Addendum is found to be inaccurate in the absence of gross negligence, bad faith or willful misconduct by ClearEstate. ClearEstate shall also not be liable for any actions or omissions by it or its Professional Advisors, in the absence of  gross negligence or willful misconduct. Notwithstanding anything in this Addendum or any ancillary agreement to the contrary, ClearEstate shall not be held liable under this agreement or any ancillary agreement for any incidental, consequential, special, indirect, punitive or exemplary damages  

You will indemnify and hold harmless ClearEstate, ClearEstate’s directors, officers, employees,  agents and assignees (the “Indemnitees”), from and against any and all losses, claims, damages, liabilities, penalties, levies, assessments, and costs, including any and all legal fees and disbursements (collectively  the “Claims”), which may at any time be incurred by or asserted against the Indemnitees, either directly or indirectly from: 

  1. a) any claim brought against the Indemnitees by the Estate, any Beneficiary under the Estate, or any other person arising from the failure of the Indemnitees to perform the Services, provided that the Indemnitees  acted without gross negligence; 
  2. b) any act, omission or error of the Indemnitees in connection with this Agreement, provided the Indemnitees  acted without gross negligence; 
  3. c) the actions of, or any failure to act by, any third party;
  4. d) inaccuracies in or inadequacies of the information provided by you to the Indemnitees;
  5. e) failure by the Indemnitees to perform or fulfill any obligations to you due to any cause beyond its control;  and/or
  6. f) any decision made by you that is contrary to the recommendations of the Indemnitees. 

If more than one person enters into this Addendum, you shall be jointly and severally liable with respect to all liabilities arising under this Addendum and any ancillary agreement , including the payment of any fees owing to ClearEstate.

  1. Termination  

This Addendum may be terminated by either party without cause within 30 days’ of written notice of intention to terminate. If this Agreement is terminated, ClearEstate shall return any of your Assets in its  possession, provided that you have paid all fees owing to ClearEstate under this Addendum and related SoW, including, all of ClearEstate’s expenses arising out of the termination of this Addendum and the return of Assets. 

 

  1. General  

Any notice or direction required or permitted to be given under this Addendum shall be in writing and may be given by i) email to legal@clearestate.com or ii) registered mail to ClearEstate’s address set out above. 

Any notice delivered or sent in accordance with this section on a business day shall be deemed to have been given on the day the notice was delivered, or the transmission was sent successfully to the email set out above, as the case may be, and, if not delivered on a business day, shall be deemed to  have been given on the next following business day.