Telios Legal Subscription Agreement
PARTIES
Thank you for selecting Telios to perform legal services, represent you as counsel, and provide you with support. This Agreement describes the terms of the Telios Legal Subscription. Legal Services are provided by Telios Law PLLC and materials are provided by Telios Teaches LLC (together, Telios). The Telios Legal Subscription is unique in that it includes Materials and Legal Services, and thus is also an Engagement Letter.
This Agreement is effective as of purchase date, by and between [Name of Organization], Telios Law, and Telios Teaches of 19925 Monument Hill Rd, Monument, Colorado 80132.
Client in this matter is [Name of Organization].
DESCRIPTION OF SERVICES
Beginning on the purchase date, Telios will provide to Client the services described in the Order Form including:
- Hours of legal work/month (contingent on subscription tier);
- Legal Template Library;
- Organizational Health Self–Assessment Audit Library;
- Telios Teaches Online Training Access (contingent on subscription tier); and
- Priority Access to Legal Consultation Scheduling.
Legal templates, self–assessment audits, online training, and other resources do not constitute legal advice. Client should consult legal counsel to tailor templates and resources to fit their needs.
Generally, legal representation between Client and Telios Law is limited to the performance of the following services:
- Advise on personnel and discipline issues;
- Advise on tax issues;
- Audit organizational systems;
- Evaluate legal risk;
- Write or review policies;
- Tailor templates and resources to fit Client needs;
- Draft legal correspondence;
- Review Agreements;
- Litigation;
- Representation;
- Services;
- Address misconduct issues;
- Improve company culture; or
- Advise the Board.
If Client wishes to engage in matters beyond the scope provided in the subscription, or if Client has matters that go beyond the time allotment (typically litigation, representation, or investigative services) hours beyond that allotment will be invoiced at normal rates. We may use a short supplemental engagement letter to define the additional legal work.
USE OF SERVICES
Client receives a set number of pre–paid legal consultation hours per month, as outlined in their subscription tier. Legal work must be requested by the 23rd of each month to allow time for completion within the same month. Work requested by the 23rd of the month will be counted towards that month's hours. Legal hours do not roll over month–to–month and thus expire at the end of each month.
Requests made after the 23rd of each month are considered on a case–by–case basis and subject to attorney availability before the end of the month. Telios Law is not obligated to fulfill late requests before the end of the month.
TERM
This Agreement shall remain in effect for a period of one year from the date of purchase. At least thirty (30) days prior to the termination date, Client will notify Telios if it chooses to renew or cancel the Agreement. Telios Law reserves the right to decline renewal.
The Engagement will end when Client cancels the Subscription/Agreement. Client will be automatically enrolled in the same tier if cancellation is not communicated prior to thirty (30) days of termination date.
CLIENT RESPONSIBILITIES
Client agrees to promptly inform Telios of any changes in contact information. When requesting legal work, Client agrees to provide all information and cooperate fully in providing testimony, documents, and assistance in answering inquiries.
PAYMENT AND BILLING
Payments. Payment shall be made to Telios Law in the total amount described in the purchase transaction. Agreements may be paid annually or monthly. Annual Agreements are discounted and may be paid via check or bank transfer. Monthly Agreements require a credit card on file for automatic and recurring billing and must be paid through the provided online payment portal. A detailed invoice will be provided for monthly payments at the end of each month. For subscriptions being paid monthly, Client agrees to keep a current credit card on file.
It is important that Clients receive work of a high value, charged at a fair rate. If Client has questions or concerns about billing, they may contact Telios to discuss those concerns.
Failure to Pay and Disputed Charges. If Client fails to pay for, disputes, or charges back the Services when due, Client has a 30–day grace period to resolve the issue. After 30 days, a 15% late fee will be applied and Telios may suspend or terminate the subscription at its sole discretion, applying a 15% cancellation fee upon termination.
Costs Associated with Legal Work. If Telios incurs costs for a client matter, such as travel, postage, filing fees, etc., these costs will be invoiced additionally and separately to Client.
Collections. In the case of late fees, cancellation fees, unpaid invoices, and liquidated damages, Telios reserves the right to initiate collection activities.
CANCELLATION & REFUND POLICY
Cancellations and Fees: Cancellations must be submitted in writing at least 30 days prior to the cancellation and at least 30 days prior to the termination date. Any cancellation, including termination due to failed or disputed payments, prior to the termination date is subject to a 15% cancellation fee.
Refunds: The following elements of a subscription are non–refundable:
- Priority Access to Legal Consultation Scheduling;
- Legal Template/Resource Library Access;
- Organization Health Self–Assessment Audit Library Access; and
- Telios Teaches Online Training Access and any Support Services.
Unused legal hours are refundable, minus any cancellation fees, late fees, and used hours.
Upon written notice to you, Telios Law may withdraw at any time from representation, as required or permitted by the rules of professional conduct and rules of the court. In either case, you agree to pay for all services rendered and costs incurred through the date of termination. If Telios Law withdraws from the representation, the cancellation fee will not be charged, and Client will retain access to the Materials for the duration of the Agreement.
Failure to Deliver. If Telios fails to make available or deliver the Services and Materials in the time and manner provided for in this Agreement, Client has the option to treat such failure to pay as a material breach of this Agreement and may cancel this Agreement without cancellation fee.
MATERIALS OWNERSHIP
Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively, the "Materials") developed in whole or in part by Telios Law or Telios Teaches in connection with the Services will be the exclusive property of Telios Law or Telios Teaches. Any audits, templates, teaching materials, legal work product, or other works and information (collectively, the "Materials") developed in whole or in part by Telios Law or Telios Teaches in connection with the Services will be the exclusive property of Telios Law or Telios Teaches
License. The Agreement provides a license to use the Materials only to Client according to the terms of the Agreement and the normal uses of legal work product. Materials may not be shared with other organizations, entities, or individuals.
Use. Client agrees not to publish, copy, or otherwise reproduce or distribute the Materials other than as defined by this Agreement and the normal uses of legal work product.
CLIENT DOCUMENTS
Retention and Disposition of Documents. Telios Law maintains files in an electronic format. At your request, we will return your papers and property at the termination of the engagement but will retain a copy of the files in electronic format. We may destroy these files five years after the date of termination unless we have otherwise agreed to maintain the file.
ATTORNEY–CLIENT COMMUNICATION
Generally, communication between an attorney and a client is privileged as well as being confidential. To preserve this privilege only necessary persons should be present at attorney–client meetings, and confidential information should not be disclosed to others. Services performed under legal consultation hours are protected under attorney–client privilege.
CONFIDENTIALITY
Each Party, and its employees, agents, or representatives will not at any time or in any manner divulge or disclose any confidential or proprietary information. Each Party will protect the proprietary or confidential information of the other, including limiting access to the Services or Materials to the scope of the Agreement. This provision will continue to be effective after the termination of this Agreement.
Breach of Materials Access. Client agrees that it will not allow public access to the Materials or share copies of the Materials with non–Client personnel without permission from Telios. It agrees that if it does so, significant damage will be caused to Telios and agrees to liquidated damages of $20,000. Upon breach, Telios may immediately terminate Client's access without refund, and Client remains liable for all unpaid fees. Client agrees that Telios is limited to these damages for breach of Materials access, and all consequential damages for a breach of Materials access are expressly excluded.
USE OF GENERATIVE ARTIFICIAL INTELLIGENCE IN LEGAL SERVICES
Telios Law uses advanced technologies, including artificial intelligence (AI), to enhance the efficiency and effectiveness of its Legal Services, while guarding the confidentiality and security of your information.
- Confidentiality Protection: Telios Law does not input any confidential client information into AI systems unless we have assurance that it will not be taken into the AI database for training purposes. Otherwise, any data used is anonymized and stripped of identifying details to ensure your privacy is safeguarded at all times.
- Result Review: Anything generated by AI tools is thoroughly reviewed and revised by Telios Law’s experienced attorneys to meet rigorous standards.
By integrating AI technology into its practice, Telios Law aims to provide Client with faster and more efficient Legal Services while maintaining the highest standards of professional responsibility and confidentiality.
WARRANTY REGARDING MATERIALS
Disclaimer. Telios does not give any general express or implied warranties of merchantability, suitability, or completeness of Materials for Client's particular needs. The Materials used are at Client's own risk unless there has been legal consultation with Telios. Materials are different from services performed under legal consultation hours (whether provided by this Agreement or otherwise) and use of Materials does not constitute Legal Services.
Hold Harmless. Client shall indemnify and hold harmless Telios and its owners, employees, and agents from and against all claims, damages, losses and expenses, including but not limited to reasonable attorney’s fees and other costs of litigation, arising out of or resulting from use of the Materials, including but not limited to breach of warranty or any alleged deficiency in the Materials. This does not include Legal Services regarding the Materials or other work.
REMEDIES
The Parties agree that they are limited to the following Remedies.
Termination for Default. If one Party deems the other in default (i.e., that the Party has failed to substantially perform any provision, term, or condition of this Agreement), it may terminate the Agreement by providing written notice to the defaulting Party. This notice shall describe with sufficient detail the nature of the default. The Party receiving such notice shall have 30 days from the effective date of the notice to cure the default. Failure to cure the default within 30 days shall result in automatic termination of the Agreement.
Available Remedies. If Telios is in default, it will refund a proportion of the annual Agreement fee in accordance with the refund policy and waive any cancellation fees. If Client is in default, it will pay the remainder of the annual Agreement fee and return all Materials. Breach of the Access clause has liquidated damages of $20,000 as described. The Parties agree that they are limited to these damages, and all consequential damages for a breach of the Agreement, except for respect to Legal Services, are expressly excluded. This paragraph does not apply to Legal Services.
DISPUTE RESOLUTION
Dispute Resolution. The Parties to this agreement are Christians and believe that the Bible commands them to make every effort to live at peace and to resolve disputes with each other in private or within the Christian church (see Matthew 18:15–20; 1 Corinthians 6:1–8). Therefore, the Parties agree that any claim, difference, or dispute arising from or related to this Agreement or its formation shall be settled by biblically–based mediation and, if necessary, legally binding arbitration in accordance with the Rules of Procedure for Christian Conciliation of the Institute for Christian Conciliation. The Party in breach of the Agreement shall be liable for attorney fees and costs to enforce the Agreement.
Process for Dispute Resolution. The alternative dispute resolution process may be initiated by either Party serving the other with a notice setting out brief details of the dispute. The seat of mediation or arbitration shall be Colorado. If the Parties cannot agree on a mediator or arbitrator, each Party shall select one mediator/arbitrator, who shall then make a final selection of a single mediator/arbitrator. Judgment on an arbitration decision may be entered in any court otherwise having jurisdiction.
Sole Dispute Resolution. The Parties to this Agreement agree that these methods shall be the sole manner of resolving any controversy or claim arising out of this Agreement and expressly waive their right to a jury trial and/or to file a lawsuit against each other in any civil court for such disputes, including any class action proceeding, except to enforce a legally binding arbitration decision or for filing for temporary injunctive relief. The Parties acknowledge that by waiving their legal rights to a jury trial or lawsuit, they are not waiving their right to employ legal counsel at their own expense to assist them in any phase of the process.
If you have questions concerning this engagement letter, including the dispute resolution clause, you are invited to discuss with us and to review with other counsel.
MISCELLANEOUS
Headings. The headings contained in this Agreement are inserted solely for convenience and shall not be deemed to define or amend any provision of this Agreement.
Entire Agreement. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement, whether oral or written, concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreement between the parties. However, subsequent engagement letters for Legal Services may be incorporated into this Agreement.
Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed written, construed, and enforced as so limited.
Amendment. This Agreement may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.
Applicable Law and Venue. The laws of the state of Colorado shall govern the interpretation and enforcement of this Agreement, and the Parties agree that venue is proper in El Paso County, Colorado.
Notice. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person; or by certified mail, return receipt requested, to the address set forth in the opening paragraph; or by email, delivery receipt requested.
Waiver. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
Construction and Interpretation. The Agreement shall be constructed and interpreted as if it were drafted by both parties in a mutual effort.
Assignment. Neither party may assign or transfer this Agreement without the prior written consent of the non–assigning party.
Last modified 2025/04/16