Terms of Representation
Hello and Welcome!
First, thank you for doing great work in our community. Whether you are a volunteer board member or paid staff, your commitment is seen and appreciated not just by the people your organization serves, but by our team.
Second, thank you for choosing Narwhal Law and Business Strategy to assist you with your legal and business service needs. Our services are pay as you go, flat-fee, and project based. Meaning, when you agree to a project, you will know not just what the scope is, but what the total will be.
We’ve decided that all clients should have the same terms of representation. These terms combine with each client’s unique project invoice proposals, which when paid for, create a binding client service agreement.
Steps to Working with Our Team
Every potential client (or current client if the project is different from a past project) should schedule a 30 minute no cost service consultation by completing the contact form on our website. These consultations can be done by phone or video based on your preference. During your consultation, we will discuss your current situation, your potential service needs, and of course see if we are a good fit for one another.
There may also be times where a potential or current client books a paid 1 hour legal consultation. This differs from the 30 minute consultation because it goes beyond a service discussion and involves reviewing documents, specific facts, and giving targeted advice.
After either of these consults as needed/requested, each potential or current client will be sent two things:
1. These terms of representation for reviewing and signing; 2. Invoices for proposed projects to be reviewed and paid for
Project Launch
Clients can launch one project at a time or several, if applicable. A project will be considered launched when the following occurs: 1. These terms of representation are signed; 2. One or more invoices are paid (ie. if one invoice is paid, that is the project that will commence); and 3. The client sends the company any relevant documents needed to work on the project.
Law Firm and Legal Projects vs. Non-Attorney Based Projects
Narwhal is a law firm owned 100% by a licensed attorney who is barred in Oregon and Washington. The world of nonprofit law and consulting often merge. To be quite honest, questions arise daily like, “Are bylaws a contract that only attorneys should revise vs. a non-attorney?” Or “What is a consultant and why does everyone say they are one?” Hopefully that one made you laugh. Regardless, of the lack of lines in the sand for this industry, we take the rules pretty seriously. As a result, it’s essential that we both acknowledge and agree to the following:
1. Per licensure rules, non-attorneys can not be Owners or co-Owners of law firms. As a result, because this company chose to offer legal services, it is a law firm. And, it is 100% owned by a licensed attorney. Non-attorneys cannot participate in the unauthorized practice of law. And, an attorney (like the Owner) cannot encourage or further a non-attorney from participating in the unauthorized practice of law. 2. The firm does hire contract consultants to work with clients. Part of doing so is that legal services aren’t the only need but also because our nonprofit clients need a holistic, personalized service package that includes other things that may fall out of the legal service category (ie. program and development planning). 3. This will hurt your brain. The Owner attorney can offer law related services and other nonprofit consulting services. The non-attorney consultants who are not Owners cannot and shouldn’t provide legal services. Meaning, clients with the firm may work solely with the Owner Attorney, with nonprofit consultants (ON NON-LEGAL SERVICES), or both.
Payment Processes and Methods
Payments may be paid by debit or credit card, ACH, or check. Debit or credit card and ACH payments are paid through our client management and invoicing system “Honeybook.” Payments made by check can be mailed or dropped off (with an appt made) and made out payable to “Narwhal Law and Business Strategy.”
For project launch purposes, electronic payments are deemed “received” when a payment has been made electronically and a notification of said payment arrives in our email box. Payments made by check are deemed “received” when the check is in our mailbox which is checked a few times a week.
All payments made are deposited into our company’s operating account and considered “advanced project funding.” Meaning, total invoice fees are fixed and considered complete payment for the performance of the services contracted for. All projects include calls and emails related to the project. Some projects like contract review and drafting include up to an hour of real time editing. These details will be found in each project proposal invoice.
Reimbursable Expenses
Sometimes a client may be responsible for additional costs or expenses. For example, some projects may require the payment of government filing fees. Or, a project may require printing, notary services, certified mailings, shipping, or process server fees. We will do our best to inform you of these fees during our project proposal process.
Sometimes a client may be responsible for reasonable expenses incurred during a project that requires our team to travel by train or plane, the need to purchase or rent supplies, or the need to stay at a hotel. Should this be the case, there won’t be surprises. Both parties will discuss these expenses and agree to what are deemed future project related “reasonable expenses.”
Confidentiality
Attorneys and law firms have a duty of confidentiality to their potential and current clients, meaning that all matters we discuss are held in confidence. Regardless of the person you work with at Narwhal or the nature of your services (legal services or business consulting), we are dedicated to maintaining the highest level of confidentiality practices which mirror attorney licensure and state bar ethical rules.
Potential and current clients must also maintain and protect this confidentiality. Meaning, if you choose to disclose confidential information to others besides us, your confidentiality may be considered waived.
Ownership of Final Work Product
You will own the final work product we create for you. However, you will not own and you are not licensed to use without permission any of the following: strategies, templates, worksheets, methodologies, software, seminar or webinar content, or anything else that falls into this category. If there is a question of what is considered your final work product and what you own or don’t own, please reach out. More communication is better than less.
Warranties/Representations/Commitments
As a client, you are giving us the authority to hold you accountable to your vision and goals. However, outcomes of law related and consulting services vary based on the specific Client and numerous other factors.
We do not guarantee or represent in any way that based on our services you will reach and/or maintain a certain level of growth, change, or success either in the short-term or long-term. Even if or when we present real life examples of successful client projects, we cannot promise that your project(s) will turn out to be the same. As such, we disclaim any express or implied promise or representation other than those contained in this Agreement and premised on us completing the services that are contracted for.
No Responsibility or Liability Related to Third Parties We May Refer to You
We believe it takes a village and we are big on community partnerships and resource sharing. As a result, we may give you vendor referrals for a variety of industries (ie. bookkeepers, bankers). We are not responsible financially or legally for any contractual obligations formed between you and a third party vendor, whether we recommended them or not.
Refund Policy
Requests for refunds will be considered if fewer than 30 days has passed since payment was made AND if the project is not substantially complete. A partial refund may be issued at the firm’s sole discretion, and any refund will be proportionate to the amount of work completed on the project.
In determining whether a refund request will be granted, some of the factors we will consider are the amount of time lapsed, reasons for delay, preparation that has gone into working on the project, and the amount of work completed. No refund will be issued if:
1. The client changes their mind or decides not to use their completed project (ie. new business filing, contract review, contract drafting).; 2. The client fails to respond to an optional component of their project (ie. a contract is delivered to a client and the client does not respond or schedule an editing session within 30 days but requests a refund); 3. The opposing party takes or doesn’t take specific actions (ie. a demand letter we write for you doesn’t move the person receiving it to answer the demand); 4. A contract gets reviewed or drafted by our team but it doesn’t ultimately get signed, executed, or followed by you and the other party you planned to contract with.; 5. Whether or not a government entity or other third party accepts or doesn’t accept an application or filing.; 6. And/or any other potential outcomes.
No Assignment to Other Parties
Neither these terms nor any right or obligation created by these terms shall be assigned, transferred or delegated to another party not currently part of this agreement without the prior written consent of both parties.
Mediation and Dispute Resolution Methods
The parties will attempt to promptly resolve any dispute or controversy arising out of or relating to the formation, performance or termination of this Agreement; provided, however, if the parties are unable to reach a settlement amicably, a mediation shall ensue. Parties agree to hire a third-party neutral mediator and put forth best efforts to respect the mediation process. Parties acknowledge that any discussions, negotiations, or disclosures that occur during the mediation are confidential and will not be disclosed should a court case follow.
If a dispute arises regarding fees, the parties agree based on Oregon State Bar’s fee dispute rules to resolve the dispute through the Oregon State Bar’s Fee Dispute Program.
Termination of Representation and Post-Representation Matters
We hope that we can work together on a variety of projects. However, our pay-as-you-go project based model does not require us to provide additional legal services after a project is completed and delivered. More specifically, each project has a beginning and an end/completion. If the scope or duration of the project changes, or a new project is initiated, the firm will open a new project, create a new invoice, and require payment.
Do It Yourself Editing
Projects that include our drafting of documents are considered complete upon delivery. We encourage clients to make edits as needed (ie. names, dates, locations). However, we do not encourage DIY editing that may cause the contract to lose or change meaning. We advise you to err on the side of hiring us again to re-do, edit, or add to a document that you feel cautious or nervous about editing on your own. Should you change the material provisions of the completed document, we are not responsible for any damages that occur based on these edits.
Not Tax Experts and No Tax Advice Given
We are not tax attorneys, accountants, or bookkeepers (and that’s a good thing). We know about tax forms and IRS processes relating to nonprofit formation and maintenance.. However, we are not experts at taxes and do not and will not provide expert tax advice . We highly advise that in addition to working with us, you hire a tax professional. It’s worth every penny (well and could keep you from a potential future audit).
Governing Law
These terms will be governed, construed and controlled by the laws of the State of Oregon. Both parties consent to the jurisdiction of the state and federal courts sitting in the State of Oregon.
Severability
If any portion of these terms held invalid or unenforceable, that portion will be deemed severed from the remainder of the agreement. The remaining agreement will still remain intact in full force and effect.
Entirety
These terms along with the described items that bind with these terms (ie. project invoices) constitute the entire agreement of the parties and supersedes any prior agreements spoken or written.
No Advice Regarding this Fee Agreement
We are not and cannot act as your attorney with respect to these Terms of Representation. If you wish to be advised on whether you should agree to these Terms, we recommend you consult with independent counsel of your choice.
We are looking forward to working with you! -Narwhal Law and Business Strategy Team