TERMS & CONDITIONS

TERMS & CONDITIONS

Effective as of February 1, 2020

Any reference herein to “this Agreement” or “the Agreement” means the Retainer Agreement entered into by and between the Client and the Firm. All of the below Terms and Conditions are expressly incorporated into and made part of the Agreement.

1. NO GUARANTEES:

Client acknowledges that the Firm has not and cannot guarantee any outcome for any matters in which the Firm represents the Client. While no guarantee of outcome has been made, David E. Wolff Law will diligently and aggressively represent Client’s interests and will endeavor to perform only those services required by the facts of the case and the law as determined by the Firm.

2. RETAINER FEE AND COST DEPOSIT:

Unless otherwise indicated by the Retainer Agreement, our Clients pay David E. Wolff Law a non-refundable retainer fee—determined by the complexity of the case and amount of work required—to retain the Firm’s services, which is applied to our Clients’ accounts and charged against at the hourly rate described in the retainer. Clients will be billed for time spent on their matter rounded to the nearest 6-minute increment of every hour, in other words, .1 hours for every six minutes spent on the Client’s behalf. For example: 30 minutes = .5 hours; 4 minutes = .1 hours; 10 minutes = .2 hours; etc.

Additionally, most Clients will be required to pay a cost deposit—determined by the amount of costs anticipated in the case—which will be held in a separate account (Trust account) than your retainer fee and applied toward any necessary costs incurred on your behalf. Such costs include, but are not limited to, court filing fees, issuance of summonses, service of process, court reporter fees for attendance at depositions and hearings, transcriptions of depositions and hearings, courier services, travel expenses, if necessary, subpoena costs, witness fees, mediator fees, accounting fees, appraisal fees and other expert fees, etc.

3. INVOICES:

Firm will issue the Client invoices/statements on either a monthly basis with all time performed on Client’s matter, fees due, and costs incurred. Failure to do so will not be deemed a breach of contract by the Firm. The invoices will list all services provided to the Client by the Firm during the time period reflected in the invoice. If Client does not have a forward retainer deposit (for General Counsel Clients) or advanced money in Trust (for litigation and hourly Clients), Client agrees to promptly pay for all services performed on Client’s behalf, as reflected in the invoices. Payment is due upon sending of invoice, and will be considered late if not paid within 15 days after being sent the invoice. Any late payments will be charged a one-time $25.00 administrative fee, and will collect interest at the highest rate allowable under Florida law. Failure to send any written objections to any of the billing entries within 10 days of being sent an invoice will be deemed Client’s full acceptance of the time and amount billed on said invoice, as well as a complete and irrevocable waiver of any objections to any of the billing entries on the invoice.

4. ADVANCED FEES IN TRUST:

Litigation and hourly-paying Clients will be required to maintain in their Trust account a “Trust Credit” as a forward credit on all open matters in an amount identified on their retainer agreement. Upon issuing invoices to Clients, Firm shall withdraw the invoiced amounts directly from Client’s Trust balance, and Client shall have ten (10) days after being invoiced to replenish the Trust account back to the required Trust Credit amount. This amount shall not affect or alter any prior payments made or credits held by Firm. If Client objects to any amount in the invoice, Firm will move the objected-to amounts back into Client’s Trust account until the matter is resolved. Failure to send any written objections to any of the billing entries within 10 days of being sent an invoice will be deemed Client’s full acceptance of the time and amount billed on said invoice, as well as a complete and irrevocable waiver of any objections to any of the billing entries on the invoice

5. PAYMENT OF FEES AND COSTS BY THIRD PARTIES:

The Firm will only have an attorney-client relationship with the Client, regardless if any third party (such as a guarantor) pays the fees and costs of the Client. The Client acknowledges, agrees and understand that any such third party will not be an intended beneficiary of the Firm’s representation of the Client, and is not considered to be a client of the Firm. Accordingly, the Client should not copy (or forward to) any such third parties, any communications between the Client and the Firm (including any invoices). While the Client has the right to waive attorney-client privilege, the Firm does not recommend any waiver by the Client. Additionally, Client understands and agrees that no such third party will not be entitled to request or receive updates regarding the case or to learn the Firm’s strategy in representing the Client, nor will he or she have a right to object to any invoiced amounts, and that right exclusively belongs to the Client. Nothing within this Agreement should be construed or interpreted as creating an attorney-client relationship between the Firm and any third party, nor should it be construed or interpreted as intending any third party to be an intended third-party beneficiary.

6. CREDIT CARD MERCHANT FEES:

We strive to make payment as easy on our clients as possible. Payment via check, ACH, bill pay, etc., is an option for all clients, as long as payments are timely received. Should clients pay via credit card, however, as most clients do – we will charge a 3% convenience fee to the client.

7. FIRM PROPERTY:

Client understands and acknowledges that any documentation (and drafts of any documentation) created by the Firm is the exclusive property of the Firm, and the Firm issues the Client a limited and revocable license for use of the document for the sole purpose of the matter set forth above. Client may not use, distribute, disseminate or copy any of the Firm’s documentation or drafts without express authorization in writing and signed by the Firm’s managing attorney. Client acknowledges that once funds are transferred into the Firm’s Operating Account, those funds become the property of the Firm.

8. SECURITY INTEREST:

The Firm has a security interest and secured claim on all retainers and monies paid to the Firm by the Client (or a Guarantor for the Client). This security interest and secured claim is automatically perfected. Additionally, the Client and any Guarantor agree to execute and file any documents the Firm reasonably requests to perfect or continue the perfection of said security interest and secured claim.

9. BANKRUPTCY:

• In the event that Client files bankruptcy, Client acknowledges and agrees that the Firm has a secured and preferred claim for any retainers and monies paid to the Firm for the Firm’s services to the Client, as well as for any unpaid attorney’s fees and costs.
• In the event of multiple clients, Client also acknowledges and agrees that any and all payments (including those made by a Guarantor) that are made for the Firm’s representation of the Client, represents a benefit received by each Client, regardless of who made the payment.
• Client acknowledges, agrees, represents and warrants that:
• all payments made to the Firm are made in the ordinary course of business and made according to ordinary business terms, and therefore, are not subject to any disgorgement, claw-back, or avoidance; and
• that Client received the payment or obligation to pay, for value and in good faith, and in exchange for value the Firm gave Client.
• In the event of an attempt by a bankruptcy trustee to disgorge, claw-back, avoid, or otherwise undo any transfer of monies received by the Firm from the Client (including instituting any adversary proceedings against the Firm), Client agrees to fully indemnify and defend the Firm, at Client’s own cost. Client will also cooperate in assisting in the defense of the Firm, at Client’s own cost.
• To the extent allowable by law, the Client acknowledges and agrees that any fees and costs paid or owed to the Firm for services rendered by the Firm to Client, both pre-petition and post-petition, are not subject to any discharge via bankruptcy, and survive any bankruptcy discharge. The obligations in the Agreement also survive any bankruptcy discharge.

10. CLIENT NON-PAYMENT:

If the Firm is in a position where a client has failed to abide by the terms of their Retainer Agreement or other arrangement due to non-payment, the Firm will advise the Client that all non-essential work on their matter has been suspended (matters which could prejudice your case will still be handled as long as we are attorneys of record).

At that point, staff members will cease performing all non-essential work on that file until the non-payment issue is resolved. Please stay current with payments so that we can remain focused on solving your legal matters without interruption.

11. CLIENT’S OBLIGATIONS TO FIRM:

In addition to timely payment of fees and costs, Client’s obligations will include the following:

1. Ensuring that the Firm has current and working contact information for the Client;
2. Timely cooperating with any request for documents by the Firm related to the representation;
3. Reasonably and timely responding to communications from the Firm and requests for conferences by the Firm;
4. Utilizing the call-back procedure implemented by the Firm;
5. Coordinating meetings with the Firm’s attorneys and staff ahead of time to ensure availability; and
6. Complying with the terms and conditions of this Agreement, as well as the policies set forth by the Firm.

12. ENFORCEMENT OF THE RETAINER AGREEMENT:

1. Collection:  In the event it becomes necessary to enforce this Agreement for unpaid costs and/or fees, Client shall be charged for the Firm’s reasonable attorney fees for any and all costs associated therewith.  Client hereby waives protection from garnishment as set forth in Florida Statute § 222.11.  In the event of non-payment or a dispute regarding fees and costs owed to the Firm, Client acknowledges and agrees that the Firm will be entitled to the following, to the extent allowable by law:
   1. a retaining lien on all file materials as well as Client funds or property in the Firm’s possession, and may be asserted whether or not a suit has been filed; and
   2. a charging lien on any and all funds which may come into the possession of Client whether through a settlement, sale of real or personal property, inheritance, or any other method.
2. Litigation: In the event the parties hereto engage in litigation arising from or relating to any of the terms of this agreement, including but not limited to disputes over unpaid fees and/or costs, the prevailing party shall be entitled to reasonable attorney fees and costs for litigating both entitlement and amount at all stages of litigation, including collections and appeals.
3. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to principles of conflicts of law. The Parties agree to exclusive venue and jurisdiction in Miami-Dade County, Florida.  The parties also waive the right to a trial by jury.

13. SEVERABILITY:

The Agreement (including these terms and conditions) contains the entire understanding of the parties and may not be varied or modified unless in writing and signed by the parties to be affected by the modification. If any provision(s) of this Agreement is judicially declared invalid and/or unenforceable, the remaining provisions shall remain in full force and effect. The obligations in the Agreement survive execution of the Agreement.

14. BINDING EFFECT:

To the fullest extent permitted by law, the terms of the Agreement, including all benefits derived by any Party pursuant to the terms of the Agreement, shall be binding on all of the Parties and their (as applicable) officers, directors, subsidiaries, agents, employees, immediate family members, spouses, heirs, successors, assigns, administrators, conservators and executors.

15. CLOSING YOUR CASE:

At the conclusion of your matter, David E. Wolff Law will charge a single administrative fee of $500.00 for closing your case. Clients will receive a detailed letter describing the conclusion of their matter and will be scheduled for an in-person Exit Interview to discuss the contents of the closing letter. At the Exit Interview, we will recap your case and discuss how the outcome of your matter affects you/your life/your business moving forward. You will also be asked to share your experience with the Firm and complete an evaluation, which will help enable us to make any improvements we need to make to obtain additional “A” clients like you.

16. MISC:

Firm may file a charging lien on client’s matter should Client fail to pay Firm for services rendered and/or for services under Client’s Retainer Agreement. Firm may also request the Court not allow Client to retain substitute counsel until Client pays Firm all outstanding monies owed.

17. REVISIONS AND UPDATES TO THE TERMS & CONDITIONS:

Regardless of the date the Agreement was signed, the Firm reserves the right to revise and update the Terms & Conditions at its discretion.

Client represents that neither Client, nor the principals, officers, partners, and/or members of Client: (i) are identified on any U.S. Government or other government list of prohibited or restricted parties, including, the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of the Treasury, or (ii) are owned or controlled by or acting on behalf of a party on any such list.