Your team drafted the SaaS agreement, MSA or terms of service with AI. Before you finalize it or sign it, a Canadian business lawyer reads it, marks it up and tells you what needs to change for your Canadian customers, users, resellers and contractors. Fixed fee from US$1,100, quoted before any work starts.
Most software companies now produce first drafts with AI — a customer agreement from a prompt, a redline response from a contract-review tool, a privacy policy assembled from a template and a chat. The drafts are often usable, but nobody is accountable for them — no licensed lawyer has read the whole document, checked which law will apply to it, and put their name to the changes.
A lawyer-in-the-loop review adds that step. Your team keeps drafting at its own speed with whatever tools it uses. Before an agreement goes to a customer, or before you sign one, it comes to Smutylo Law+ for review. You get the document back with tracked changes, a short note on each change explaining what it fixes, and a review record showing the date, the version reviewed and the reviewer — useful when a customer, investor or insurer asks whether a human checks what your AI produces. The difference between a real review and a rubber stamp is set out in what “human in the loop” means and what the law requires.
US and European software, SaaS, AI and technology companies with an agreement that touches Canada, for example:
AI tools draft from the documents they were trained on, and most of those are American. The result is an agreement that reads well and assumes US law. These are the issues that come up most often.
Capitalized disclaimers and “conspicuous” warranty exclusions follow the US Uniform Commercial Code, which does not apply in Canada. Canadian courts test exclusion and limitation clauses under Tercon Contractors Ltd. v. British Columbia, 2010 SCC 4: does the clause apply on its words, was it unconscionable when made, and is there an overriding public-policy reason not to enforce it. A cap that works in Delaware may need different wording to do the same job here.
The Supreme Court of Canada declined to enforce Facebook’s California forum clause against a British Columbia user in Douez v. Facebook, Inc., 2017 SCC 33, and struck down Uber’s Netherlands arbitration clause in Uber Technologies Inc. v. Heller, 2020 SCC 16. Both were standard-form contracts. If your terms of service reach Canadian consumers or small businesses, the dispute clause needs a Canadian read.
Since June 1, 2023, Quebec’s Charter of the French Language has required contracts of adhesion — which include most online terms — to be given to the adhering party in French first. An English-only version is allowed only if the party expressly asks for it after receiving the French version. AI-drafted terms almost never deal with this.
Canadian private-sector privacy law is PIPEDA federally, with substantially similar provincial laws in Quebec, British Columbia and Alberta. Quebec’s Law 25 adds its own requirements, including notice when a decision is made exclusively by automated processing and an assessment before personal information is communicated outside Quebec. Bill C-36, introduced in June 2026, would replace the privacy part of PIPEDA with a new Protecting Privacy and Consumer Data Act; until it passes, PIPEDA applies. For European companies, the European Commission confirmed in January 2024 that Canada continues to provide adequate protection for personal data transferred to commercial organizations subject to PIPEDA.
Section 4 of the federal Interest Act limits interest to 5% a year where a contract states a rate for a period shorter than a year — “1.5% per month” — without also stating the equivalent yearly rate. US templates make this mistake routinely.
Canada’s Anti-Spam Legislation (CASL) requires consent for commercial electronic messages, with penalties of up to $10 million per violation for an organization. Terms that assume you can email a user about anything once they sign up need to be checked against how you actually obtain consent.
A Canadian contractor owns the copyright in what they create unless they assign it in writing (Copyright Act, s. 13(4)), and Canadian moral rights cannot be assigned at all — only waived (s. 14.1). US “work made for hire” language does not transfer ownership under Canadian law. If Canadian developers write your code, the assignment wording decides whether you own it. The contractor’s side of the same clause is set out in the contractor IP protection guide.
In Moffatt v. Air Canada, 2024 BCCRT 149, a British Columbia tribunal held Air Canada responsible for wrong information its website chatbot gave a customer, and rejected the argument that the chatbot was responsible for its own statements. If your product includes AI features, the warranty, disclaimer and acceptable-use terms should say what the AI does and does not do, in terms you can stand behind.
AI drafts also fail in ordinary ways: defined terms that are used but never defined, cross-references to sections that do not exist, an order form that contradicts the master agreement, a renewal clause that conflicts with the termination clause, and citations to statutes or cases that do not exist. In Zhang v. Chen, 2024 BCSC 285, the British Columbia Supreme Court dealt with a lawyer who filed a notice of application citing two cases that ChatGPT had invented. A review reads the agreement as a whole, for consistency and repetition as well as substance.
Standard turnaround is two to five business days. Faster turnaround can usually be arranged when a signature is waiting on the review. Ottawa is on Eastern Time, which covers the US business day and overlaps the European afternoon.
Every review ends with a one-page record kept with your copy of the agreement. A sample, with invented details:
| Option | What it covers | Suits |
|---|---|---|
| Single agreement review From US$1,100 | One agreement or one counterparty redline, reviewed before you finalize or sign. | A specific deal with a Canadian customer, partner or contractor. |
| Template set review | Your standard documents reviewed once for Canadian use: MSA, terms of service, order form, SLA, DPA, acceptable-use policy and privacy policy. | Companies entering the Canadian market, or replacing AI-generated templates before they are used at scale. |
| Ongoing review plan | A set number of reviews each month for a fixed monthly fee, with fixed-fee quotes for anything larger. | Teams that generate or negotiate agreements every week. |
A single agreement review starts at US$1,100; the fixed fee for your agreement depends on its length and complexity and is confirmed before any work starts. Template set reviews and ongoing plans are quoted as fixed fees once the scope is clear. Fees are plus applicable taxes, and invoices can be issued in Canadian or US dollars.
The review covers Canadian federal and provincial law and the quality of the drafting. Koby Smutylo is licensed by the Law Society of Ontario and does not advise on the law of a US state or of the European Union or its member states. Where an agreement is governed by foreign law but has a Canadian connection, the review identifies the Canadian statutes that may apply regardless of the governing-law clause, and Smutylo Law+ works alongside your US or European counsel on the rest.
What you send is confidential, and once the firm is engaged it is protected by solicitor–client privilege. The firm may use AI tools in its own work, as its terms of engagement disclose; every review is read and signed off by Koby himself. For Canadian-drafted documents more generally, see AI document review; for ongoing Canadian counsel to software companies, see Canadian counsel for SaaS and software companies.
It is a review step for agreements drafted or negotiated with AI. A licensed lawyer reads the draft before it is finalized or signed, returns tracked changes with plain-language notes ranked by risk, and gives you a dated record of the version reviewed. At Smutylo Law+ the review covers Canadian law and the drafting itself, for a fixed fee quoted before work starts.
It can be. A contract does not become unenforceable because software helped write it. The risk is that individual clauses do not do what the drafter assumed — a US-style liability cap, a foreign forum clause in consumer terms, an English-only contract of adhesion in Quebec, or a monthly interest rate that the Interest Act limits to 5% a year.
If the agreement has a Canadian connection, often yes. Canadian privacy, anti-spam, language and consumer protection laws can apply whatever the governing-law clause says, and a Canadian court may decline to enforce some foreign forum or arbitration clauses. The review covers the Canadian side; your US or European counsel covers the governing law.
No. Koby Smutylo is licensed by the Law Society of Ontario and advises on Canadian federal and provincial law. Smutylo Law+ works alongside a client’s US or European counsel where an agreement needs both.
SaaS and subscription agreements, master services agreements, order forms, SLAs, terms of service, acceptable-use policies, privacy policies, data processing agreements, reseller, referral and OEM agreements, software licences, and contractor and consulting agreements with Canadian developers.
Standard turnaround is two to five business days. Faster turnaround can usually be arranged when a signature is waiting on the review. Ottawa is on Eastern Time.
A single agreement review starts at US$1,100. Each review is quoted as a fixed fee by length and complexity before any work starts. Template set reviews are quoted as one fixed fee, and an ongoing plan covers a set number of reviews each month for a fixed monthly fee.
Yes. Once you engage the firm, what you share is protected by solicitor–client privilege. The firm may use AI tools in its own work, as its terms of engagement disclose, and every review is read and signed off by a lawyer.
Send the agreement and you’ll have a fixed-fee quote before any work starts — then a redline and plain-language notes you can act on.
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