Terms of Engagement

Scope of Engagement

You engage Costaras Law, LLC to provide the specific legal services described in your SOE (the "Engagement"). Any matter outside that scope may require a separate SOE and Retainer.

Your Responsibilities

You agree to be truthful, cooperative, accurate, and promptly provide all necessary information for the effective accomplishment of the Engagement. You agree to pay your legal fees on time and to keep the firm apprised of all developments related to the Engagement.

Legal Fees

The legal fees for the Engagement are set in line with current ethical and professional guidelines, based primarily on the time and effort a high quality result requires, and on the difficulty and complexity of your situation.

Retainer

The Retainer for the Engagement is stated in your SOE and is paid before services are rendered.

If the Engagement extends beyond the anticipated timeframe, the scope is materially altered, and additional legal services, a new SOE, and replenishment of the Retainer may be required.

Earned Upon Receipt

All retainers and flat fees paid under this Agreement are earned upon receipt and pay for the attorney's availability, commitment, and priority allocation of time to your matter. They are not held in a client trust account and are not refunded except as required by law or the Ohio Rules of Professional Conduct. If the Engagement ends before completion, any portion of the fee deemed unearned under those rules will be refunded.

Rush Priority

Expedited work may require us to reprioritize other commitments. If you need rush service, tell us promptly: the request is subject to our availability and may carry a rush priority fee, set case by case and payable in advance once the expedited timeline and cost are confirmed.

Registered Agent Services

Where your SOE includes Registered Agent Protection, Costaras Law, LLC serves as the Registered Agent for your business entity and the service includes ongoing protection for as long as it is maintained. You cover the state filing fees. The annual fee, what the first year includes, and your renewal date (the "Renewal Date") are stated in your SOE.

Renewal and payment. Payment is due no later than fifteen (15) days before each Renewal Date. Beginning in the second year of service and every odd-numbered year after that, the annual fee may be adjusted upward by the change in the Consumer Price Index (CPI-U) for the preceding calendar year as published by the U.S. Bureau of Labor Statistics, or a comparable index if it is no longer available. A late fee applies if payment arrives more than five (5) days after the Renewal Date, and any balance unpaid for more than thirty (30) days accrues interest at 1.5% per month or the maximum the law allows, whichever is lower. Where you authorize recurring card payment, the annual charge plus the card convenience fee is processed automatically on or around each Renewal Date, until you cancel in writing at least thirty (30) days before the next charge.

If the fee goes unpaid. If payment is not received within sixty (60) days of the Renewal Date, Costaras Law may resign as Registered Agent, may take steps to administratively close or dissolve your entity at your sole cost and expense, and may pursue all available legal and equitable remedies to recover what is owed, including collection actions, interest, late fees, attorney's fees and court costs. Registered Agent service is required for legal compliance, and losing it can have adverse legal consequences for your entity.

Expenses

You agree to reimburse all reasonable out-of-pocket expenses incurred in connection with your legal services, including but not limited to filing fees, postage charges, and parking costs. If you choose to pay by credit card, a standard convenience fee of up to 4% may be added to your invoice to cover merchant processing costs. This fee is passed through directly to the processor.

Communication

We agree that each of us will make our best efforts to promptly return telephone calls, texts, and e-mails. For your convenience, you may reach the firm at (440) 613-0439, or by email at admin@costaraslaw.com.

You agree that delays in communication and information sharing may result in the delay of the completion of the Engagement.

Termination

You may terminate our firm's Engagement for any reason, at any time, at your sole discretion. Similarly, we may terminate the Engagement, at any time, for any reason, including without limitation, for untimely or non-payment of the legal fees.

Upon termination, for any reason, you will be refunded any remaining balance on your Retainer, less the hours of effort already incurred and hours of effort required to conclude the Engagement, including the expense of preparing a "dis-Engagement." The hours deducted from the Retainer will be billed at the firm's standard hourly rate.

Involvement of Staff

In the course of providing your legal services, our team may include attorneys, paralegals, secretaries, and virtual assistants. Each member of our team contributes to your matter as appropriate and under the supervision of the lead attorney handling your case.

Disclosure of Conflict of Interest

The firm is not presently aware of any existing matter involving a conflict of interest between you, the firm and/or other clients of the firm which would otherwise prohibit our representation of you. If a conflict of interest later arises, our office will disclose to you the existence of that conflict to obtain any required informed consent, confirmed in writing, necessary to continue the representation.

Nonetheless, please understand that the firm may be required to withdraw from representing you if the circumstances of any future conflict of interest are such that: (1) we believe we can no longer continue to competently and diligently represent you, (2) we are unable to obtain from you the required written informed consent to continue the representation, or (3) continued representation is prohibited by law or cannot be waived under the governing rules of ethics.

Indemnification

You agree to indemnify, defend, and hold harmless the firm and any employees or agents of the firm, from any and all claims, liabilities, losses, or damages, including reasonable attorneys' fees and costs, arising out of or in connection with your representation, except to the extent caused by willful misconduct or gross negligence.

Limitation of Liability

You agree that the total liability arising out of this Agreement shall not exceed the total amount of legal fees paid, except for claims arising from gross negligence or intentional misconduct.

Arbitration

In the event of a dispute arising from this Agreement, the parties agree to first attempt to resolve the matter through mediation. Should mediation fail, any remaining disputes shall be resolved by binding arbitration under the rules of the American Arbitration Association.

Privacy and Confidentiality

It is the firm's solemn legal and ethical duty to keep the nature, scope and content of the Engagement, and all communications between us, confidential under the protection of attorney-client privilege, unless you consent otherwise. Some information and communications are legally or ethically necessary to complete the Engagement, and the firm is ethically permitted to divulge those.

Client Appreciation Bonus

You may, at your sole discretion, provide an additional voluntary payment as an expression of appreciation for the services rendered or to be rendered. Any such payment shall be compliant with Ohio ethics rules and treated as additional legal fees and will be reported accordingly for tax and accounting purposes.

Chargebacks and Returned Payments

You agree not to initiate a chargeback, payment reversal, or payment dispute for any Retainer or fee under this Agreement, and to reverse one immediately if it occurs. A chargeback or a returned check (for insufficient funds, a closed account, or any other reason) is a material breach of this Agreement, carries an administrative fee of $50 per occurrence in addition to the original amount, and may suspend services until the balance is paid in full. Repeated occurrences may, at our discretion, result in termination. If you have any concern about a Retainer or a fee, contact us first and we will address it with you directly.

Retainer Forfeiture and Dormancy Fee

If your Engagement remains inactive for six (6) months with no communication or action, a monthly administrative fee of $100 will be charged for account maintenance. If inactivity continues for twelve (12) months, any remaining Retainer may be forfeited and deemed earned to cover administrative costs and lost opportunity. Before forfeiture, we will send written notice to your last known address or email. You may avoid forfeiture by responding and taking steps to move your matter forward. Any unearned portion of the Retainer remains refundable per Ohio Rules of Professional Conduct.

Artificial Intelligence and Machine Learning

We may use artificial intelligence and machine learning tools to assist with parts of the legal services, including legal research, document review, contract preparation, and case analysis. These tools improve efficiency and accuracy, are used in compliance with applicable legal and ethical standards, and we remain responsible for the quality and confidentiality of the legal services provided.

Attorney's Fees for Collection

In the event it becomes necessary to initiate collection efforts or legal action to recover unpaid fees, costs, or expenses under this Agreement, you agree to pay all reasonable attorney's fees, court costs, and expenses incurred by Costaras Law, LLC in connection with such collection efforts.

Severability

If any provision of this Agreement is determined illegal or invalid, the remaining terms shall not be affected thereby, and said illegal or invalid provision shall be deemed not to be a part of this Agreement.

Counterparts: Duplicates and Electronic Signatures

This Agreement may be executed in counterparts with the same force and effect as if all signatures appeared on the same document. In addition, any photocopied, faxed, digital, and/or electronically scanned signatures to this Agreement shall be deemed as original signatures for all purposes.

Headings and Sub-headings

The headings and sub-headings of each section are for mutual convenience only and not intended to be used in interpreting the provisions of this Agreement.

Complete and Binding Agreement

You enter into this Agreement knowingly and voluntarily, without fraud, coercion or duress, and you have not relied upon any oral statements by the firm or its representatives.

This Agreement sets forth the entire agreement between us on its subject matter and supersedes any prior written agreements between us. It may not be changed orally: it may be amended, superseded, canceled or modified, and its terms waived, only in writing signed by each of us, or in the case of a waiver, signed by the party against whom enforcement of the waiver is sought. It binds our heirs, assigns, next of kin, representatives, agents, administrators, executors, and successors.

Choice of Applicable Law, Venue, Jurisdiction and Interpretation

This Agreement shall be interpreted, enforced, and governed under the laws of the State of Ohio.

This Agreement results from our negotiations and no one shall be deemed the drafter of this Agreement.

Effective Date

These terms of the Engagement are intended to be effective as of the date of our first consultation, not necessarily the date of your SOE.

Force Majeure

Neither party shall be held liable for any delay or failure in performance under this Agreement due to circumstances beyond their reasonable control, including but not limited to natural disasters, acts of war, or pandemics.

Voluntary Agreement

By paying the Retainer stated in your SOE, you voluntarily agree that (1) you have been given sufficient time to consider the Agreement; (2) you have the required authority to enter into it; (3) you have completely and carefully read your SOE, together with these Terms; (4) you fully understand their contents; and (5) their terms are totally satisfactory.

Questions About These Terms

If anything here is unclear, ask before you pay your Retainer. Email admin@costaraslaw.com or call (440) 613-0439.