Firm Account Terms.

The agreement

These Firm Account Terms (the "Agreement") apply to all services Encore Legal Process, Inc. ("Encore," "we") provides to the firm or organization named on the account ("Customer," "you"). Unless Encore expressly agrees otherwise in a signed writing, this Agreement controls over any conflicting terms in Customer's request for services, purchase order, engagement letter, vendor form or other correspondence, and all such inconsistent or varying terms are rejected.

Each order placed on the account is also governed by the Service of Process Online Order Terms (for orders placed online) and by Encore's rate schedule in effect when the order is placed. Encore is not a law firm and does not give legal advice.

Checking the acceptance boxes on the firm account form, placing an order on the account, or paying an invoice on the account is Customer's signature on this Agreement and has the same effect as a handwritten signature. The person who opens the account represents that they are authorized to bind Customer.

Service charges

Customer agrees to pay Encore for services performed at the rates stated on Encore's rate schedule, as shown on the online order form and the service levels page, or at the firm-specific pricing Encore has confirmed to Customer in writing. Customer acknowledges that additional charges may apply to non-standard or special service requests, including items the order form marks as quoted after review. Encore may amend its rate schedule, in its sole discretion, for future services with notice to Customer.

Invoices and the card on file

• Card on file. Every firm account must keep a valid payment card on file for as long as the account is open. The card is stored by Encore's payment processor, Stripe, under Stripe's security standards; Encore does not see or store the full card number. Customer may replace the card at any time by contacting Encore, and must do so before the card on file expires.
• Billing schedule. Customer selects one of three arrangements on the account form and may change it on written request, subject to Encore's approval:
  • Per invoice. Encore emails an invoice to the billing contact when each job is complete. The invoice is due 7 days after the invoice date, and Encore charges the card on file on or after that day.
  • Monthly statement. Encore emails one statement on or about the 1st of each month covering the prior month's invoices. The statement balance is due on the 10th of that month, and Encore charges the card on file on or after the 10th.
  • Open credit account (Net 30). Available to approved firms. Invoices are due 30 days from the invoice date and may be paid by check, ACH or card. The card on file is a backup only: Encore does not charge it when an invoice is issued, but will charge it, after email notice to the billing contact, for any balance that remains unpaid 30 days after its due date (60 days from the invoice date), together with any interest due under Section 6. Each open credit account carries a balance limit set by Encore; Encore may adjust the limit up or down at any time based on payment history, and may require payment or hold new orders while the account is at or above its limit.
• Authorization. Customer authorizes Encore to charge the card on file on the arrangement selected — for every invoice and statement issued on the account (per-invoice and monthly arrangements), or for past-due balances only (open credit account) — including fees, pass-through costs, retainers Customer has approved, and any interest due under Section 6, and to retry a charge that fails. A receipt is emailed for every charge. This authorization continues until the account is closed and every balance is paid.
• Orders paid at the time of order. Customer may still pay for an individual online order by card when the order is placed. Those orders are charged immediately and do not appear on an invoice or statement.

Review period and questions about a charge

The time between an invoice or statement and its charge date is Customer's review period. If Customer questions an item, Customer must notify Encore in writing before the charge date. Encore will then hold the questioned item (but not the remainder of the invoice or statement) and will investigate and reply within 30 days. Customer is not permitted to withhold payment of undisputed amounts. If a questioned item is found to be incorrect, Encore corrects it; if a charge has already been made, Encore credits or refunds the difference to the card on file.

Customer agrees to contact Encore about any charge before disputing it with the card issuer. A chargeback filed without first giving Encore a chance to resolve the item may result in suspension of the account, and Customer remains responsible for amounts properly owed, together with any chargeback fees Encore incurs.

Failed payments and when an invoice is past due

If a charge to the card on file is declined or fails for any reason, or if no valid card is on file, Encore will notify the billing contact and may retry the charge. Customer must provide a valid replacement card within 7 days of that notice. An invoice or statement that cannot be charged remains payable by Customer by card or any other method Encore accepts. On every arrangement an invoice or statement is past due if it remains unpaid 30 days after its due date under Section 3; on an open credit account that is 60 days from the invoice date, and it is the point at which Encore charges the backup card.

While any amount on the account is past due, Encore may, in its sole discretion, place new orders on hold, suspend or cease pending or further services for Customer, or terminate this Agreement, without prior notice.

Interest on past-due balances

If any invoice or statement is not paid timely, Encore will assess, and Customer agrees to pay, a finance charge of 1% per month (12% per year) on all balances that remain unpaid 30 days after their due date, accruing from the due date until paid in full. Interest may be charged to the card on file under Section 3. Nothing in this section requires Customer to pay interest in excess of the maximum rate permitted by applicable law; any excess will be applied to the principal balance or refunded.

Collection costs and attorney fees

If it becomes necessary for Encore to (1) make demand or take any other action to enforce Customer's obligations under this Agreement, including collection of any past-due amounts, or (2) bring an action to enforce any of Customer's obligations under this Agreement, Encore is entitled to recover from Customer its reasonable and necessary attorney fees and other costs and expenses of such enforcement and collection. Encore's rights and remedies are cumulative.

Opening, using and closing the account

• Approval. Encore may approve, decline or limit any account request in its discretion. An account is open when Encore confirms it by email.
• Orders on the account. Customer is responsible for every order placed on the account by its attorneys, staff or agents, whether placed online, by email or by phone, and must notify Encore promptly when a person who places orders leaves the firm.
• Contact information. Customer must keep its billing contact, email address and card on file current. Invoices, statements and receipts are sent by email to the billing contact of record.
• Closing the account. Either party may close the account by written notice. Closing the account does not cancel orders already dispatched or amounts already owed; Encore removes the card on file once every balance is paid.

Limitation of liability

Notwithstanding any other provision of this Agreement, Encore shall never be liable to Customer for special, incidental, consequential, punitive or exemplary damages, or lost profits or revenues of any kind, or increased cost of operations, regardless of whether Encore has been advised of the possibility of such damage. In addition, Encore's total liability to Customer for damages under this Agreement for any and all claims shall never exceed the lesser of (1) Customer's actual damages, or (2) the amount paid by Customer for services rendered in the prior six months. The limitations on recoverable damages in this paragraph shall apply regardless of whether such claims sound in tort, warranty, contract or otherwise, and regardless of whether such claims are caused in whole or in part by Encore's sole, joint or concurrent negligence, gross negligence, breach of any standard, or strict liability or other legal fault of Encore. Customer agrees to the foregoing limitations on damages and liability under this Agreement and understands and acknowledges that Encore's rates are based on the protections against liability and damages that are set out in this Agreement, including this and other paragraphs. The limitations in this paragraph will survive the termination or expiration of this Agreement.

Notices

Any written notice to Customer required under this Agreement may be given to the billing contact and email address on the account and made by (1) receipted email, receipted facsimile transmission or personal delivery, effective upon receipt, or (2) U.S. certified mail, return receipt requested, effective 5 days after posting. Notice to Encore should be made to the contact information on Encore's invoice or to support@encorelegalprocess.com. If Customer fails to provide and maintain accurate contact information for purposes of notice, Customer waives any right to notice under this Agreement.

Force majeure

If Encore's performance is impaired or prevented by strikes, walk-outs, telecommunications equipment or power failures, government restrictions, civil commotion, riots, acts of terrorism, acts of war, fire, natural disasters or other acts of God, all of which are beyond the control of the parties, the delay is excused and the period for performance of any service or obligation is extended for the duration of the force majeure event.

Texas law, venue and jury waiver

Texas law governs this Agreement without giving effect to any rules or principles of conflicts of laws. Customer consents to venue of any legal proceeding involving Encore in Harris County, Texas, and expressly consents to the personal jurisdiction of the Texas courts in any proceeding arising out of or related to this Agreement or Encore's performance of services for Customer.

Jury waiver. Customer fully waives all rights to trial by jury it may have with regard to any proceeding, claim or counterclaim arising out of or related to this Agreement. This waiver of right to trial by jury is given knowingly and voluntarily by Customer. Customer authorizes Encore to file a copy of this paragraph in any proceeding as conclusive evidence of Customer's waiver.

General

• Severability. If any provision of this Agreement is found invalid or unenforceable by any court, (1) that provision will be modified to the extent possible and necessary to preserve the original intentions of the parties, and (2) the validity and enforceability of the remaining provisions will not be affected or impaired and remain in full force and effect.
• No unwritten waiver. To be effective, any waiver by Encore must be in writing and signed by an authorized representative of Encore.
• Changes to these terms. Encore may update this Agreement with at least 30 days' notice by email to the billing contact. Continued use of the account after the effective date is acceptance of the updated terms.
• Survival. Sections 5 through 7, 9 and 12 survive closing of the account or termination of this Agreement.

Questions about these terms: support@encorelegalprocess.com · (800) 914-0365.