This Section 5 describes what service and administration fees you agree to pay to the Company in exchange for Goodlawyer providing the Platform and Platform Services to you and what taxes we may collect, including your agreement to pay fees to Lawyers for Legal Services, as detailed below.
Goodlawyer may charge fees to Clients ("Client Service Fees") and/or Lawyers ("Lawyer Service Fees") (collectively, "Service Fees") in consideration for the use of the Goodlawyer Platform, in addition to Goodlawyer collecting fees for Lawyers for the consideration of Legal Services (“Legal Fees”). More information about when Service Fees apply and how they are calculated are provided below.
Goodlawyer provides payment services to Users to deliver, hold, and/or receive payment for a Legal Services Contract, and to pay fees to the Company (the “Payment Services”). The Payment Services are intended for business use, and you agree to use the Payment Services for the purposes of obtaining or providing Legal Services over our Platform. Goodlawyer will use and release funds for Legal Fees and Service Fees only in accordance with this Agreement. Users hereby authorize and instruct Goodlawyer to act agent in connection with the payment, processing, and routing of funds for each Job upon completion of the Legal Services Contract. Goodlawyer is not a bank or escrow agent. We utilize the Payments Data Controller to process, route and deliver funds under applicable laws and regulations for the purposes of providing Payment Services between Lawyers and Clients for Legal Services provided on our Platform.
Lawyers and Clients are responsible for agreeing to the Legal Fees which the Client will pay the Lawyer for any Jobs completed over the Platform. This may include (i) any Legal Services Contracts where a Lawyer provides a Client with a Quote specific to a request for a quote from a Client over the Platform or (ii) instances where a Client selects a Lawyer’s Fixed-Fee Listing where the Lawyer has set the Legal Fees applicable to those particular Legal Services.
Lawyers pay Goodlawyer Service Fees for the use of the Platform. Goodlawyer charges Service Fees to Lawyers in accordance with these terms for using the Platform’s communication, invoicing, reporting, dispute resolution and payment services. The Service Fees (to use the Platform and Platform Services) are paid solely by Lawyer. When a Client pays a Lawyer for a Project or when funds related to a Project are otherwise released to a Lawyer, we will credit the Lawyer’s Account for the full amount paid or released, and then subtract and disburse to Goodlawyer any Service Fees. The Lawyer hereby irrevocably authorizes and instructs Goodlawyer to deduct the Service Fees for a Job and pay Goodlawyer on the Lawyer or Law Firm’s behalf.
Lawyers pay Goodlawyer a fee for payment processing and administration related to the processing of Legal Fees paid by Clients through the Platform. These Service Fees are equivalent to 2.9% of the value of the Legal Services plus $0.30.
Lawyers may pay Goodlawyer a disbursement fee for remitting payments to their preferred payment method (a “Disbursement Fee”). The Disbursement Fee is paid to the Company in consideration of costs incurred and administration of disbursements via the disbursement method requested by the Lawyer or Law Firm and varies by disbursement method. The Disbursement Fee for each disbursement method will be listed under Fees and Schedules on the Platform and revised from time to time. Additional activation, maintenance, and account fees may be charged by the disbursement method requested by Lawyer.
Lawyers acknowledge and agree that the Lawyer is solely responsible (a) for all tax liability associated with payments received from Clients through the Goodlawyer Platform, and that Goodlawyer will not withhold any taxes from payments to the Lawyer (or its Law Firm); (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Lawyer is not covered by or eligible for any insurance from Goodlawyer; (c) for determining whether Goodlawyer is required by applicable law to issue any particular invoices for the Legal Fees and for issuing any invoices so required; (d) for determining whether Lawyer is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Legal Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if for determining if Goodlawyer is required by applicable law to withhold any amount of the Legal Fees and for notifying Goodlawyer of any such requirement and indemnifying the Company for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Goodlawyer, Lawyers agree to promptly cooperate with Goodlawyer and provide copies of the Lawyer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Lawyer is engaging in an independent business as represented to Goodlawyer.
For custom Quotes, Hourly Contracts or Fixed-Fee Listings, Goodlawyer will invoice the Client on a Monthly basis through Goodlawyer, and Client will pay invoices consistent with this Agreement. For Fixed-Fee Listings, Client becomes obligated to make payment for the Legal Services immediately upon booking a Fixed-Fee Listing. For Quotes, the Client is obligated to immediately make payment from the bank account or credit card on file once the Lawyer has indicated that the Legal Services have been completed.
The Client hereby authorized Goodlawyer to both complete a credit card pre-authorization for any Legal Fees applicable to a Quote or Fixed-Fee Listing when the Client decides to hire or book a Lawyer over the Platform (a "Pre-Authorization"). The purpose of the Pre-Authorization is to increase trust through the Platform and ensure that the Client has adequate funds to pay the indicated Legal Fees and Service Fees upon completion of the Legal Services Contract.
The Client acknowledges and agrees that for both Hourly Contracts, Quotes or Fixed-Fee Listings, that failure to decline or dispute an invoice or request for payment is an authorization and instruction to release payment. When Client authorizes the payment of the Legal Fees for a Job on the Platform, Client automatically and irrevocably authorizes and instructs Goodlawyer to charge the client’s payment method on account for the Legal Fees and Service Fees. When Client approves an invoice for an Hourly Contract, Client automatically and irrevocably authorizes and instructs Goodlawyer to charge Client’s payment method for the Lawyer Fees.
Under this Agreement, Goodlawyer disburses funds that are available and payable to a Lawyer upon completion of a Legal Services Contract and Client authorization to process payment. We will automatically disburse available funds to Lawyers within seven days of the Client’s processing of payment for the Legal Services in accordance with the policies of our Payments Data Controller. For Hourly Contracts, Legal Fees become available to Lawyers following the expiration of the dispute period and the five-day security period. For Fixed-Fee Listings and Quotes, the Legal Fees become available to Lawyers following the expiration of the five-day security period after the funds are released. The security period begins after Client accepts and approves work submitted by the Lawyer.
Notwithstanding any other provision of the Terms of Service, and except as prohibited by applicable law, if we believe, in our sole discretion, that you have violated the conditions and restrictions of the Platform or the Terms of Service, including by committing or attempting to commit fraud or other illicit acts on or through the Platform, we may refuse to process or may hold the disbursement of the Legal Fees and take such other actions with respect to your as we deem appropriate in our sole discretion and in accordance with applicable law. Without limiting the foregoing, the Company, in its sole discretion and to the extent permitted by applicable law, may also refuse to process or may hold the disbursement of the Legal Fees or any other amounts and offset amounts owed to us if: (a) we require additional information, such as Lawyer’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Legal Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or (e) we deem it necessary in connection with any investigation or required by applicable law. If, after investigation, we determine that the hold on the disbursement of the Legal Fees is no longer necessary, we will release such hold as soon as practicable.
In addition, notwithstanding any other provision of the Terms of Service or the Escrow Instructions and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Legal Services Contract; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Lawyer, despite our provision of the Platform Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing The Company to (and we will have the right to) charge the applicable account you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your payment method, or obtaining reimbursement from you by any other lawful means. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Platform and Platform Services and close your Account.
If Client is in “default”, meaning the Client fails to pay the Legal Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of Goodlawyer), we will be entitled to the remedies described in this Section in addition to such other remedies that may be available under applicable law or in such written agreement.
For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Legal Fees when due, (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 21 days, an account current after a credit or debit card is declined or expires, (c) Client fails to pay an invoice issued to the Client by Goodlawyer within the time period agreed or, if none, within 21 days, (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by Goodlawyer for Legal Fees or such other amount due being reversed to the Client, or (e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account.
If Client is in default, Goodlawyer may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Platform and Platform Services, including Client’s authority to use the Platform to process any additional payments, enter into Legal Service Contracts, or obtain any additional Legal Services from other Lawyers through the Site. However, Client will remain responsible for any amounts that accrue on any open Jobs at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, Client must pay Goodlawyer upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.
Goodlawyer, at the Company’s discretion and to the extent permitted by applicable law, may set off amounts due against other amounts received from Client or held by Goodlawyer for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.
Client acknowledges and agrees that Goodlawyer will charge Client’s designated Payment Method for the Legal Fees incurred as described in this Agreement once Goodlawyer charges or debits the Client’s designated Payment Method for the Legal Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Legal Fees, Service Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that we may dispute or appeal the chargeback and institute collection action against Client and take such other action we deem appropriate.
By providing Payment Method information through the Site and authorizing payments with the Payment Method, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to make payments using the Payment Method(s); (c) if Client is an employee or agent of an Organization or person that owns the Payment Method, that Client is authorized by the Organization or person to use the Payment Method to make payments on the Goodlawyer Platform; and (d) such actions do not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Platform, Client represents and warrants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.
Because the use of any Payment Method may be limited by applicable law or by written agreement with your financial institution, Goodlawyer is not liable to any User if we do not complete a transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. Goodlawyer will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement.