ellwood Evidence Inc. looks forward to the opportunity of working with you.

When you engage ellwood Evidence Inc., you agree to be bound by both the Letter of Engagement we send to you, and by the terms and conditions set out below.

These terms and conditions are binding on you, your firm, and on us.

1. Services You Have Engaged us to Provide

The services you have engaged ellwood Evidence Inc. to provide are set out in the Letter of Engagement we have sent you, and to which you have agreed. We will not be providing other  services, unless you instruct us to do so.

As we work with you, circumstances may change. You may need different services from us. You may alter the scope of the services you require from us. In all cases, we will follow your instructions.

ellwood Evidence Inc. will work to help you achieve your desired outcome. However, while ellwood Evidence Inc. guarantees the level and quality its work, it cannot guarantee outcomes, i.e. that our work will bring about the result you desire. In all cases, both you and ellwood Evidence Inc. will abide by the terms of this letter.

2. Personnel

Steve Ellwood, the principal of ellwood Evidence Inc., will have primary carriage of this matter. He may need to assign other ellwood Evidence Inc. staff to perform services if, in their judgment, it becomes necessary or desirable to do so.  He will closely supervise any staff member involved in your matter.

3. Fees

Our fees and hourly rates are set out in our Letter of Engagement.

There are these potential additional charges:

  • Travel time:

    • $25.00 plus HST per hour, unless another rate is agreed in advance.

  • Waiting time:

    • delays may arise in the course of a collection while ellwood Evidence Inc. is on site.  Delays of more than 30 minutes for any reason after the staff person is on site, other than delays which ellwood Evidence Inc. causes: $100 per hour plus HST per ellwood Evidence Inc. staff person.

  • Overtime:

    • Where a project must be completed and ellwood Evidence Inc. is required to continue working outside of normal office hours (see below): a surcharge of $100 per hour plus HST per ellwood Evidence Inc. staff person will be added to the normal hourly rate.

 

4. Disbursements

Our disbursements will be charged to you for recovery. These will include:

  • Mileage at $0.50/km plus HST, unless a another rate is agreed in advance;

  • A per diem for meals of $75 plus HST per person, unless otherwise agreed in advance;

  • Parking, taxis, air fare, hotel;

  • Shipping/courier charges (including any special charges, for example extra airfare costs) associated with maintaining the chain of custody on the collected material;

  • Bank charges for NSF cheques and other imposed service fees;

  • Printing at $0.25 per page;

  • Materials necessary to provide the services you have engaged us for;

  • Media storage devices required to hold digital data. (Ownership will remain with ellwood Evidence Inc. Upon payment for the cost of the media, ellwood Evidence Inc. will transfer ownership to you);

  • Any other other expenses you have approved in advance.

 

5. Media Storage Cost

  • ellwood Evidence Inc. does not offer long term digital storage;

  • During the collection process and during the examination process, ellwood Evidence Inc. will provide secure chain of custody (see below), maintaining storage for the digital media involved in the case;

  • If, after the completion of the collection process, ellwood Evidence Inc. does not receive directions from you to proceed with the examination process, then ellwood Evidence Inc. will charge you $50 plus HST per month, per digital media device held in its secure storage. ellwood Evidence Inc. will continue this storage for no longer than 6 months, in which time you must direct ellwood Evidence Inc. to proceed with the examination, or to deliver the digital media to another location and custodian.

  • If, after 6 months of storage, you have not directed ellwood Evidence Inc. to proceed with the examination, or to deliver the digital media to another location and custodian, or agreed to any other arrangements with ellwood Evidence Inc., the media holding the evidence will be wiped and recycled.  We will no longer hold your digital evidence. It will no longer be available through us.

6. Working Hours

  • ellwood Evidence Inc. wants to assist you as quickly and efficiently as possible. However, on a given day, we may be engaged for no more than 11 hours, with suitable breaks.

  • ellwood Evidence Inc.’s office hours are from 8:00am to 6:00pm local time, Monday through Friday, excluding statutory holidays;

  • Our work may be undertaken outside of normal office hours, if you and ellwood Evidence Inc. agree in advance, subject to the overtime fee (above).

7. Chain of Custody

  • From the time we begin any collection of digital data, to the time the digital media are delivered to you or your designated custodian, ellwood Evidence Inc. will maintain the chain of custody of the evidence.

  • We create a copy of collected digital evidence upon receipt of the media in our lab. Once this copy is verified as accurate using MD5 hashing, it will be delivered to you or your designated custodian.  Upon this delivery, custody of the evidence passes from ellwood Evidence Inc. to you.

  • The other copy of the evidence, retained by ellwood Evidence Inc., will be used by ellwood Evidence Inc. to perform its examination.

  • After ellwood Evidence Inc. delivers to you a digital evidence examination report, it will retain no copy of the collected digital evidence, unless you and ellwood Evidence Inc. agree otherwise.

  • While ellwood Evidence Inc. assumes responsibility for the digital evidence in our custody, we are not responsible for any damage, corruption, spoliation or loss of any kind that occurs before or after we take custody.

  • We take the evidence into our care from you relying on the understanding that it has suffered no damage, corruption or spoliation of any kind. You agree to tell us if this is not the case in advance of our taking the evidence.  If, during our examination, we discover that the evidence was damaged, corrupted or spoiled before we took  possession, we will advise you and cease all work immediately until further instructions from you.

8. Payment Terms

ellwood Evidence Inc. strives to provide high quality, responsive service. We ask our clients to observe similar principles regarding prompt payment.

  • Our accounts are rendered to your firm and your firm agrees to accept the obligation to pay these accounts.  Our accounts may be disbursable to your client. To be clear, however, our arrangement is not with your client but with your firm directly. ellwood Evidence Inc. is engaged by you and your firm, and you confirm and accept the obligation to pay for services we provide as set out in this letter, or as otherwise agreed. Your obligation to pay ellwood Evidence Inc. is not contingent on your ability to recover costs from your client or any other party, or the time associated with such collection.

  • All ellwood Evidence Inc. accounts are due and payable 14 days from the invoice date, unless other arrangements have been made.

  • ellwood Evidence Inc. will submit its invoices to you by fax to your firm’s office or by email to the person you designate to receive invoices. ellwood Evidence Inc. provides no paper, postal mailed invoice.

  • ellwood Evidence prefers payment by electronic funds transfer, where possible, using one of these methods

  • Online from our Web site www.ellwood.com/pay using PayPal / Visa / MasterCard / American Express

  • Debit email transfers to sellwood@ellwood.com

    • Toronto Dominion Bank

      • Branch 1224
      • Account number 5225206
      • TD Canada Trust Transit Number 004

 

  • Where it is not possible or inconvenient to pay by electronic funds transfer, payments can be made by cheque and mailed to;

ellwood Evidence Inc.
1503 - 50 Prince Arthur Ave
Toronto ON M5R 1B5

  • ellwood Evidence Inc. cannot support overdue account balances. Our policy is that should an account be outstanding for more than 60 days from the date of the invoice then we will cease acting on your behalf until the account issue is resolved. This policy applies for all accounts, unless we mutually agree otherwise in advance of our providing services.

  • If any account is outstanding for 30 days, interest will be charged on the outstanding balance at a rate of 15% per annum from the date of the account, until paid.

9. Confidentiality

  • In fulfilling its engagement, ellwood Evidence Inc. staff will be granted access to and receive Confidential Information (as defined below), in respect of which ellwood and you agree as follows:

  • “Confidential Information” means any information disclosed to ellwood Evidence Inc. by you, your officers, agents, employees or other representatives, which information includes, without limitation, anything related to the current, future and proposed products and services, trade secrets, strategies, business plans, customer lists or other business, technical or non-technical information, whether any such information has been disclosed before or after the date hereof, and whether it has been disclosed orally or in any other intangible or tangible form including, but not limited to, written, electronic or printed form. Confidential Information does not include any information which (a) is in or enters the public domain without breach of this agreement; (b) is known to ellwood Evidence Inc. prior to the time of disclosure; (c) is lawfully received from a third party not in breach of any obligation of confidentiality; or (d) is proven to be independently developed before the date of disclosure to ellwood Evidence Inc. of the Confidential Information, and without reference to and knowledge of the Confidential Information. If any part or aspect of the Confidential Information becomes subject to any of these exceptions, all other parts or aspects of such information shall remain subject to all of the provisions of this agreement.
  • ellwood Evidence Inc. undertakes to treat all Confidential Information with the highest reasonable degree of care.
  • Unless you agree or instruct otherwise, ellwood Evidence Inc. undertakes not to make use of, divulge, disseminate, or in any way disclose any Confidential Information to any person or entity for any reason or purpose, other than to its authorized employees and representatives, and only to the extent necessary to provide services to you.
  • ellwood Evidence Inc. undertakes only to disclose Confidential Information to its employees and representatives pursuant to the foregoing paragraph on a need-to-know basis, and only to such employees and representatives who have previously agreed, either as a condition to employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those of this Agreement. In any event, and in addition to any personal liability of any employee and/or representative of ellwood Evidence Inc. in accordance with the foregoing, ellwood Evidence Inc. will bear both direct and vicarious responsibility for any breach of this agreement by any of its employees and/or representatives.
  • If we learn of any misappropriation or misuse of the Confidential Information in violation of this agreement, ellwood Evidence Inc. will promptly notify you.
  • You are responsible for all legislative and regulatory compliance that may apply in respect of the Confidential Information, including but not limited to compliance with the Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5, as amended. ellwood Evidence Inc. relies entirely on you for such compliance.
  • Any documents, electronic storage media or any other tangible embodiment of Confidential Information in the possession of ellwood Evidence Inc., or furnished to ellwood Evidence Inc. by you or on your behalf, will be promptly delivered to you upon your request, or immediately after the conclusion of ellwood Evidence Inc.’s engagement, subject to the Payment Terms as set out in this agreement.
  • You do not grant, and ellwood Evidence Inc. does not acquire, any licence, by implication or otherwise, of the Confidential Information. You shall at all times retain sole and exclusive rights and title to the Confidential Information.
  • Parties acknowledge that a judicial or government entity may, acting lawfully, compel ellwood Evidence Inc. to surrender data it holds that is subject to this agreement.  
  • The confidentiality terms shall extend beyond the end of the engagement indefinitely.

10. Criminal Digital Content

  • There is some digital content which is criminal to possess (see e.g. sec. 163.1 of the Criminal Code regarding child pornography). By "possess", we intend the same meaning the term has in the Criminal Code, which meaning includes having something in one’s care or control.

  • Criminal digital content is a serious matter. ellwood Evidence Inc. - which includes all of its employees and contractors - must be ready to deal with it with the highest level of skill, professionalism and respect for the law.

  • If you have media - for example, a hard drive, a USB stick, a cloud-based drive - and there is potential criminal content on it, a Court could find us to be in possession of it and its content under the Criminal Code as a result of our work.

  • If you know there is criminal content on media or a system, you agree to inform ellwood Evidence Inc. in advance, and we reserve the right not to take the media or system into our possession.

  • If we learn of or encounter potential criminal digital content on media or a system, we have a legal duty to stop what we are doing immediately and report it immediately to law enforcement authorities. You expressly and irrevocably authorize us  to do so.

  • If this duty to report is engaged, we reserve the right to make our report immediately to law enforcement authorities before informing you that we have found potential criminal digital content.

11. Dispute Resolution

  • In the event of any dispute, you and ellwood Evidence Inc. agree to try and negotiate a reasonable resolution among ourselves. If this is unsuccessful, we agree to binding mediation by a mutually agreeable mediator.

12. Notices

  • All notices or reports to you or to ellwood Evidence Inc. will be in writing, and will be delivered in person, by fax, by email, or by certified or registered mail, and are deemed to be received at the moment the notice or report comes into the possession of the intended recipient, or their agent, employee, or other representative.

13. Successors and Assigns

  • We may not assign our obligations under this Agreement without your prior consent.

  • This Agreement shall be binding upon, and shall inure to the benefit of both you and ellwood Evidence Inc., and their heirs, executors, administrators, successors and permitted assignees.

14. Governing Law and Forum

  • This agreement shall be governed by the laws of the Province of Ontario, which will be the only forum for the resolution of any dispute that may arise.

15. Entire Agreement

  • These terms and conditions, and the Letter of Engagement constitute the entire agreement between ellwood Evidence Inc. and you. They shall be governed by the laws of Ontario and Canada.