13 Dec Haimo Law Terms and Conditions
Strategic Planning With Purpose®
STANDARD TERMS OF REPRESENTATION
These Standard Terms of Representation supplement the Firm’s engagement letter and other correspondence and together comprise the Firm’s engagement agreement with you to provide legal services.
1. Scope of Service. The Firm’s representation is limited to the performance of the legal services described in the engagement letter or in subsequent correspondence. Additional services will require another meeting and may incur additional fees. We will not make any business, management, operational, financial, accounting, investment, credit or valuation decisions. During the course of the Firm’s representation, we may express opinions, beliefs or judgments concerning this matter or the various possible courses of action or the results that might be anticipated. Any expressions by the Firm concerning the outcome of this matter are expressions of the Firm’s judgment only; they are not promises or guarantees. You have been advised that our firm cannot guarantee success or any particular result.
2. Professional Fees; Billing; Invoicing. The framework for our compensation is set forth in the engagement letter or other correspondence and is generally fixed, based on time, percentage, or some combination thereof. Our fees for professional services relating to estate planning are generally fixed, include all costs and expenses relating thereto, and are due prior to commencement of work. For all other professional services that are at least in part based on time, we require a retainer prior to commencement of work, the amount of which is set forth in the engagement letter or other correspondence. For these matters, we will record time expended in the course of representation in units of tenths (1/10) of an hour, and we will bill monthly for our services at our then current hourly rates, which are subject to change annually and without notice. For matters in which we are compensated based on a flexible or incremental combination of fixed fees and time, the fixed payments are due prior to the commencement of work. Thereafter, we will bill our time as set forth herein until reaching the initial predetermined incremental step. Upon reaching each subsequent incremental step, we will reconvene to discuss how to proceed. All estimates are reasonable attempts to ascertain future fees and costs, as it is impossible to predict the exact amount of time and money that will be expended on any particular matter. Increments must be reasonably set forth at the beginning of representation.
3. Firm Representatives; Third-Party Service Providers. To provide the services to you that are set forth in the engagement letter, we may utilize employees, contractors and/or third-party service providers and affiliated entities (“Firm Representatives”). Working with Firm Representatives reduces our costs, the savings of which we may pass on to you. Please note that we may share confidential information about you with these Firm Representatives, but remain committed to maintaining the confidentiality and security of your information through internal policies, procedures and safeguards. We will also secure confidentiality agreements with all Firm Representatives and take reasonable precautions to prevent the unauthorized release of confidential information. If we are unable to secure an appropriate confidentiality agreement we will request your consent prior to sharing your confidential information with such Firm Representatives.
4. Costs and Expenses; Vendors. In addition to our professional fees, you agree to be responsible for paying all expenses reasonably incurred by the Firm in connection with this engagement. Such expenses may include, without limitation, filing fees, long distance telephone charges, postage, courier and overnight delivery charges, overtime word processing, facsimile charges and related expenses, hotel, parking and travel expenses, computerized legal research and related expenses, staff overtime and after hours meals. Unless you request otherwise, we generally use our in-house printing and document duplicating services rather than third-party services due to timing and confidentiality concerns. We do not intend to make any profit on such expenses and will pass the costs on to you based as closely to our costs as possible. It is Firm policy not to advance third party costs in excess of Two-Hundred Fifty Dollars ($250.00), and to require clients to advance them or pay them directly instead.
5. Billing Arrangements and Terms of Payment. For applicable professional services, we will render invoices for fees and expenses monthly or as often as is practical. You agree to pay all invoices within thirty (30) days of receipt. We will give prompt notice if an account becomes delinquent. Any balance not paid within thirty (30) days of becoming due may, in our discretion, accrue annual interest at 18%, compounded annually, or the maximum amount permitted by law, whichever is greater, from the date due until payment is received in full. Moreover, if any invoice is not promptly paid, we may suspend or terminate our services in our sole discretion. Additionally, when hourly billing rates change, we do not customarily notify clients of the change because of the impractical burden of doing so.
6. Retainers and Trust Deposits. In accordance with Firm policy, unless otherwise agreed in writing, we require a retainer to begin this engagement. Unless otherwise agreed in writing, you agree that the retainer will be applied against our final statement for professional fees and costs. All trust deposits we receive, including retainers, will be placed in a trust account for your benefit. The Florida Supreme Court requires that each law firm establish a pooled trust account from which the interest earned is payable to The Florida Bar Foundation, Inc., a nonprofit organization. The Firm will place your retainer deposit in that pooled trust account and the interest earned will be payable to that foundation. Any funds remaining from the retainer if any, after the engagement has concluded and our account with regard to your matter is paid in full, shall be returned to you.
7. Termination or Conclusion of Engagement. The Firm or you may terminate this Agreement, and therefore the attorney-client privilege between the parties, at any time by delivering written notice to the nonterminating party within a reasonable time of the terminating party’s desired termination date. Upon termination by either party, you shall pay for all of the Firm’s services rendered with outstanding balances and expenses advanced, paid or incurred in connection with this engagement, including hourly fees on work performed and time expended by the Firm and costs incurred by the Firm thus far as well as those associated with copying and/or transferring files or transitioning to new counsel through the termination date. You agree to take all steps necessary to free the Firm of any obligation to perform further, including the execution of any documents necessary to perfect the Firm’s withdrawal from representation and termination of this Agreement.
8. Record Retention. The Firm will store and maintain original documents reasonably related to its representation of you in the Firm’s client files. Digital copies will be stored and maintained both on and off site. Upon termination of this Agreement, it is your obligation to tell the Firm which original documents, if any, it wishes to receive. After receipt of payment for all outstanding fees and costs, any original documents that you provided to the Firm which have intrinsic value or which directly affect property rights such as wills, deeds or negotiable instruments will be returned to you upon request. Other documents and electronic records relating to the Firm’s representation will be made available to you for copying at your expense to the extent they are still easily accessible when requested. If the Firm receives no guidance from you regarding the provisions of this section, appropriate documents, papers, files, and records of any kind or nature, will be retained by the Firm in physical and digital form; however, for various reasons, including the minimization of unnecessary storage expenses, the Firm reserves the right to destroy or otherwise dispose of any such documents or other materials – whether in paper, recorded, electronic or other format – at any time after three years (3) after the termination of this Agreement.
9. Governing Law; Choice of Forum; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to the conflicts of laws provisions thereof. The parties hereby agree that the venue for any litigation relating this Agreement shall be exclusively in Broward County, Florida, and the parties irrevocably submit to personal jurisdiction before a court of competent jurisdiction therein, and further agree not to assert, by way of motion, as a defense or otherwise in any such suit, action or proceeding that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced by such court or that the court lacks personal jurisdiction over them.
10. Enforcement Actions. In connection with any dispute or litigation arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs incurred, including attorneys’ fees and costs for litigation in any bankruptcy proceedings and at all trial and appellate levels, and whether or not the Firm represents itself or hires outside counsel in connection thereof. BOTH PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY A JURY IN ANY ACTION, SUIT OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS, POWERS, REMEDIES OR DEFENSES ARISING UNDER THE TERMS OF THIS AGREEMENT, AND AGREE THAT SUCH ACTION WILL BE TRIED BEFORE A JUDGE.
11. Digital Correspondence and Storage. The Firm utilizes server-based (cloud-based) technologies in order to facilitate our delivery of cost effective professional services. Such online services include, but are not limited to, Evernote, Asana, Google Apps, email and Docusign (“Online Resources”). Digital correspondence through the use of these Online Resources is typically viewed as a quick and effective means for communication, accessible storage of data and efficient workflow. The Firm utilizes additional levels of security to ensure your privacy, such as without limitation, internal policies and procedures and use of two-factor authentication where available. However, no Online Resources is One Hundred Percent (100%) secure. As a result, content may be intercepted, may be diverted, and for technical reasons, may never reach the Firm or its intended recipients. By signing this Agreement, you acknowledge the risks of the Firm’s use of Online Resources and waive any and all claims relating to damages caused therefrom. In addition, the Firm’s emails are not, and do not include, legal opinions. Please note that an email is permanent and is subject to discovery and legal process, the same as if it were a written communication.
12. Integration Clause. No changes or modifications of this Agreement shall be valid unless in writing and signed by all of the parties to this Agreement. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the person or party against whom charged.
13. Post Engagement Matter. Upon termination of this Agreement, the Firm will have no obligation to advise you of subsequent changes in the law or other matters of fact or law that may affect its interests. Any such notice or information provided after the termination of this Agreement is a matter of courtesy. It is not intended, and will not give rise, to an attorney-client relationship. Additionally, neither the Firm nor its representatives have any obligation to update your Haimo Law Snapshot, as such is solely your responsibility. In addition, following conclusion of work or termination of this Agreement for any reason, these terms and conditions shall continue to apply to any and all subsequent representation and/or work unless a subsequent engagement agreement is signed to the contrary.
14. Counterpart. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument and agreement.