KBL Subscription Services Terms
(version 1)
Introduction
Purpose: This Agreement establishes the ongoing relationship between K Bennett Law and Client, where K Bennett Law commits to providing consistent legal support, predictable costs, and dedicated service availability to the Client in exchange for timely payment for the agreed-upon services outlined in this Agreement.
Representation: K Bennett Law represents the Client's business and does not represent individual shareholders, members, directors, officers, employees, affiliates, or subsidiaries of the Client. Under specific circumstances, K Bennett Law may have an ethical obligation to disclose confidential or privileged information to an individual with greater authority within the organization or to regulatory or law enforcement agencies. Unless prohibited by law, K Bennett Law will notify the Client in writing of any such requests by regulatory or law enforcement agencies.
Definitions
"Agreement" refers to this Subscription Legal Services Agreement, encompassing all attached exhibits and addendums.
"Client" refers to the business or entity entering into this agreement to receive subscription legal services.
"K Bennett Law" or "Law Firm" refers to the legal entity providing the subscription legal services to the Client.
"Subscription Services" refers to the legal services offered as part of the Subscription Plan, as detailed in Exhibit A.
"Subscription Plan" refers to the package of Subscription Services provided to the Client on a recurring basis, as outlined in this Agreement.
"Add-On Services" refers to additional services offered by K Bennett Law that are not part of the standard Subscription Plan, accessible to the Client for an extra charge.
"Add-On Projects" refers to additional projects offered by K Bennett Law outside of the Subscription Plan, accessible to the Client for an extra charge.
"Add-On Products" refers to additional products offered by K Bennett Law outside of the Subscription Plan, accessible to the Client for an extra charge.
"Authorized Representatives" refers to individuals chosen by the Client who have explicit authority from the Client to initiate projects and sign additional agreements on the Client's behalf.
"Other Clients" refers to other entities or businesses that K Bennett Law might represent, even if they happen to be competitors of the Client.
"Exhibit A" & "Exhibit B" refers to the attachments to this Agreement which respectively outline the subscription plans and details of a representative selection of Add-on Services, Projects, and Products.
"Term" refers to the duration of this Agreement, starting from the execution date until termination.
"Conflicts" or "Conflict of Interest" refers to situations where the interests of K Bennett Law may come into conflict with the interests of the Client.
Authorization & Representation
Signer's Authority: The signatory of this Agreement confirms their legal authority to bind the Client to the terms of this Agreement
Corporate Approval: Client confirms necessary internal approvals to engage with K Bennett Law have been obtained.
Subscription Details
Scope: K Bennett Law offers the Subscription Services per the chosen Subscription Plan detailed on the Cover Page and in Exhibit A. Services not in Exhibit A are outside of this plan and might incur additional fees.
Effective Date: The Agreement will become effective upon the signing of the Agreement by Client.
Term: The Agreement operates on a month-to-month basis, continuing until terminated by either party, as described in section 8.
Renewal: Subscription will automatically renew every month unless otherwise specified.
Modifications: K Bennett Law may modify subscription terms and may introduce, modify, or remove Add-On Services, Add-on Projects, and Add-On Products from time to time, with notice to the Client.
Additional Services, Projects, and Products: Clients may select Add-On Services, Add-On Projects, or Add-On Products at an additional fee. Before initiating any of these add-ons, a written confirmation from an Authorized Client Representative is mandatory. This confirmation can be conveyed through email, project management tools, or other agreed-upon communication methods. For a sample list of available add-on offerings, please refer to Exhibit B.
Excluded Services: While K Bennett Law provides a comprehensive service range, the following are not included unless specified in the Subscription Plan:
Represent Client in connection with the implementation or execution of the recommendations or guidance provided to Client, unless included in the Subscription Plan,
Monitor administrative, judicial, or legislative developments that may impact Client or Client's business,
Represent Client in connection with any litigation matter (except for select Trademark Litigation matters), or the filing, prosecution, monitoring or maintenance of any patent filing, or
Calendar or otherwise remind Client of any deadline or other obligation in connection with any matter even if Client has advised K Bennett Law of a deadline or obligation or if K Bennett Law has counseled, drafted or represented Client concerning a matter or contract.
Staffing and Matter Management: K Bennett Law may involve experienced attorneys, paralegals, or other professionals in client representation under this Agreement without extra charges. However, charges may apply if expert services, as explained in section 4.9, are employed.
Expert Services: From time to time, after obtaining Client’s advance consent, K Bennett Law may engage various experts on Client’s behalf in the course of K Bennett Law’s representation of Client, including other attorneys with legal specialties outside of K Bennett Law’s core areas of practice or states admitted to practice. By K Bennett Law engaging outside experts on Client’s behalf, the arrangement may protect the services performed by the experts under the attorney work-product doctrine. However, should K Bennett Law engage an expert, Client will rely solely on the expert’s advice and will remain solely responsible for payment of the expert’s fees and expenses.
No Guaranteed Outcomes: Client acknowledges the unpredictable nature of legal matters. K Bennett Law provides NO GUARANTEE of specific outcomes; Client is responsible for securing services outside of K Bennett Law's capacity.
Client Responsibilities: When entering into an agreement with K Bennett Law, Client undertakes a set of essential responsibilities to ensure a seamless, productive working relationship. These responsibilities ensure timely and effective legal representation, and help in achieving desired outcomes. Below are the enumerated duties that Client is expected to uphold:
Providing Accurate Information: Client should ensure that all details, data, documents, and other information provided to K Bennett Law are accurate, complete, and up-to-date. Misleading or incorrect information can adversely affect the quality and appropriateness of the legal services provided.
Timely Responses: Prompt communication is crucial for the progression of legal matters. Client is expected to respond swiftly to any requests, queries, or clarifications sought by K Bennett Law. Delays in response can result in slowing down the legal process.
Thorough Review of Legal Documents: Before any legal document is finalized or submitted, Client is expected to thoroughly review it. This includes agreements, contracts, claims, defenses, and any other pertinent documents. Client should ensure they understand the content and implications of these documents and raise any questions or concerns they might have.
Monitoring and Meeting Deadlines: Legal processes often come with strict timelines and deadlines. Client should be proactive in monitoring these dates and ensure all necessary actions, submissions, or decisions are made well in advance. Missing a deadline can result in legal repercussions, additional costs, or loss of certain rights.
Immediate Communication of Changes: If there are any changes in Client's circumstances, decisions, or any relevant information, it is Client's responsibility to promptly inform K Bennett Law. This can include changes in contact details, financial status, business operations, or any other significant updates.
Active Collaboration: Legal processes often require active collaboration between K Bennett Law and the client. Client is expected to work closely with K Bennett Law, providing any additional information or insights when necessary, and participating in meetings, discussions, or strategy sessions as required.
Conflicts of Interest
Checking for Conflicts of Interest Before We Start: Before we start working together, K Bennett Law will check to make sure there are no conflicts that would stop us from representing Client. If we find any problems, we'll let Client know as soon as we can. We'll also do our best to fix these problems. There might be situations where we can continue working together even with a conflict, but only if professional rules allow it and, sometimes, we might need Client's written approval.
What Happens if We Find a Conflict Later: If we find a conflict after we've already started working together, Client will still need to pay K Bennett Law for the work we've done up until that point. Client would pay K Bennett Law either up until when we discovered the conflict or when K Bennett Law decides it's best to stop representing Client to protect Client's rights.
We Might Represent Other Clients: K Bennett Law might sometimes work with other clients that compete with Client or are somehow related to Client. Anything Client tells K Bennett Law stays confidential. K Bennett Law is ethically prohibited from using that information to help a competitor.
Consent: By signing this Agreement, Client agrees that K Bennett Law may represent other clients, except in certain situations where we're already working with Client on the same matter or where professional rules of responsibility prohibit representation. K Bennett Law is ethically required to keep Client's information secret and not to use it for another client's benefit without asking Client. As long as K Bennett Law does not breach the consent described above, Client agrees not to stop K Bennett Law from working with other clients or say K Bennett Law broke the duty to Client just because K Bennett Law knows something about Client.
K Bennett Law MAY work with other clients, including but not limited to:
Helping another client in a deal where they might compete with Client.
Helping another client buy something Client wants to sell.
Advising another client on something that might be against Client's interests.
Financial Terms
Subscription Fees: The fees for the subscription are determined by the plan the Client selects, as detailed on the Cover Page. A comprehensive breakdown of these plans, including their respective costs and features, is provided in Exhibit A. All billing related to the subscription fees will follow the terms of this Agreement.
Earning of Fees: All subscription fees are regarded as earned by K Bennett Law upon payment by Client. This means that, outside of the initial 72-hour refund window, fees are non-refundable as they are considered compensation for the continuous access to our legal services, strategy, and additional resources.
Costs and Expenses: K Bennett Law will not cover or advance any costs or fees for the Client. Any expenses or costs associated with travel beyond a 20-mile radius from Atlanta, Georgia for legal services are outside the scope of this Agreement. The Client is responsible for these additional costs and is expected to settle them as they occur.
Billing: Each month, if additional work beyond the standard subscription services is performed, the Client will receive an invoice detailing these extra services and associated costs. Immediate payment is due upon receipt. For standard subscription fees, clients will receive a notice of charge from our payment processor, which will serve as the invoice. The set Monthly Fee is charged regardless of work volume that month, continuing until the agreement is terminated as outlined in section 8. If there's no feedback on an invoice within seven (7) days of its issuance, it's deemed approved by the Client.
Late Payments: Invoices remaining unpaid after 30 days will incur a 10% annual interest, compounded annually, unless such a rate is restricted by law. Should a Client's account exceed 30 days overdue, K Bennett Law reserves the right to suspend its representation. Payments made on these overdue accounts will first be applied to cover any accrued interest, with the remainder settling the oldest outstanding invoices. Additionally, any Client with a delinquent payment will be responsible for covering all expenses related to collection efforts, including attorney fees.
Refunds:
Initial Refund Window: Clients have a 72-hour grace period from the start of their monthly subscription to evaluate K Bennett Law's offerings. If services are discontinued within this window, a full refund of the Subscription Fee is issued.
Post Initial Refund Window: Post the 72-hour window, all fees become non-refundable. To terminate services after this, clients should follow the termination steps described in section 8.
Termination and Withdrawal
Termination: Either the Client or K Bennett Law may terminate this Agreement for any reason with 30 days prior written notice.
Upon Termination: Client shall: (1) promptly provide any required documents for K Bennett Law's withdrawal and (2) settle any unpaid fees, expenses, and charges for services rendered by K Bennett Law.
Post-Termination Representation: If no substantive services are rendered to the Client by December 31 of any year over the past three months, K Bennett Law may choose to end the representation. If services are provided afterward without a new agreement, this Agreement's terms automatically apply.
Right to Decline: After termination, K Bennett Law may refuse to represent the Client in ongoing or future projects.
Withdrawal: Clients can discharge K Bennett Law at any point. Upon settling all pending bills, K Bennett Law will release the client's files. K Bennett Law can also choose to withdraw if the Client: doesn't settle its invoices; urges K Bennett Law to engage in illicit activities; disregards K Bennett Law’s counsel or directives; or fails to cooperate with K Bennett Law.
Confidentiality and Publicity
Confidentiality: K Bennett Law is not authorized to waive or release any privilege or to waive or release any other protection of information, confidential, secret or otherwise, obtained from or on behalf of Client. K Bennett Law will keep all confidential, privileged, or secret information confidential. This requirement is perpetual, i.e., it will continue even after the termination of the relationship and this Agreement.
Publicity: Unless Client has advised K Bennett Law otherwise in writing, by signing this Agreement, Client agrees that K Bennett Law may use Client’s name and logo solely for the limited purpose of referring to Client as a client of K Bennett Law. This use may occur on the K Bennett Law website (including a link to the homepage of Client’s website), social media pages and profiles, and in K Bennett Law’s marketing materials.
Ownership of Work: K Bennett Law understands that all work product prepared by K Bennett Law at the expense of Client (or for which Client is otherwise billed) shall become the property of Client upon full payment of all outstanding bills. Client authorizes K Bennett Law to maintain copies of all work for K Bennett Law’s records, notwithstanding that the work product is Client’s. Moreover, Client allows K Bennett Law to refer to the materials provided said materials do not disclose the identity or facts, which would tend to disclose the identity of Client. If documents are requested after the file is closed, a fee will be charged in advance for retrieval from storage. Client agrees to retain all files returned to Client at the conclusion of its matter. K Bennett Law will retain its records for seven years, after which time the records will be destroyed, unless prohibited by law.
Dispute Resolution
Mechanism: K Bennett Law and Client agree that all disputes regarding K Bennett Law's fees or expenses are to be resolved either by mediation or arbitration first before either party submits the dispute to a Court. The option of a mechanism for resolution shall be at K Bennett Law’s sole discretion.
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without giving effect to its conflict of laws rules. If mediation or arbitration fails, both parties agree to submit to the exclusive jurisdiction of the courts located within Fulton County, Georgia, for the resolution of any disputes arising out of or relating to this Agreement.
Miscellaneous
Notice: Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by email (with confirmation of receipt); (c) one business day after being dispatched by overnight courier; or (d) three business days after being mailed by U.S. registered or certified mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses listed in the Cover Page. Either party may change its address for notices by giving notice to the other party in the manner specified in this section.
Modification: The Agreement may not be modified in any way without the express, written agreement of both parties.
Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings, written or oral, relating to the subject matter of this agreement. Neither party has relied on any statement, representation, assurance, or warranty other than those expressly set out in this Agreement.
Acceptance of Terms: Client acknowledges they have read and understood the terms and conditions of this Agreement in its entirety. By entering into this Agreement, the Client agrees to be bound by all its terms and conditions.