PLEASE READ THIS CAREFULLY!
The Terms included here protect both you and us. These Terms are intended to prevent misunderstandings. Do not schedule a call or engage us for Legal Assistance until you have read the Terms thoroughly and you are sure you understand your obligations AND our obligations. When you schedule a call or engage us for Services, you acknowledge that all parties have agreed to the legal and non-legal obligations included here. If you do not understand the Terms, please let us know immediately! You have an absolute right to discuss the Terms with independent counsel (or any other advisor), and we encourage you to do so.
Authority to Consent to the Legal Assistance. You represent and warrant that you are authorized and have the legal capacity to “Consent” to the Legal Assistance we agree to provide. You intend to be legally bound by your Consent, and you are aware that we will rely on your Consent, and you waive any defenses to enforcing these Terms based on the form of Consent.
Fees. We charge a set Fee for each of our Services, which means we do not charge by the hour. This way, you will always know what to expect and how much our Services will cost, with no surprises. For the set Fee we charge, we are not obligated to perform any work outside the Services you order. Generally, costs are built into the Fees, but you will be notified ahead of time if there are additional costs that you agree to cover.
Communication Caps. Since our Fees are fixed, not hourly, we will have allotted a set amount of time for communication between us depending on the Services you order. Communication includes phone calls, emails, text messages, screen videos, and zoom calls regarding your Services, but the communication could be with another party such as the state, another attorney, your CPA, etc. We will notify you if you are close to the communication cap for your Services. You agree to take care of any additional Fees as requested for the communication time required to fulfill the Services.
Scope of Work. By engaging us for Legal Assistance, you agree to pay the Fees and Services identified in a trust request (“Payment Request“) we email you. We will not perform any work until you pay the Fees in full. The Fees for the Services are fully earned by us and belong to us upon substantial completion of the Services.
Additional Services. You may decide to engage us for other Services. If we agree, then for each additional service, you will receive an emailed payment request as stated above under Scope of Work.
Payment of Fees. To submit payment, you are required to provide “Payment Information,” such as your credit card account or bank account (“Account”) information, and additional information may be required, such as your email address, name, and mailing address.
Authorized User. The origination of your payment transactions to the Account must comply with the provisions of U.S. law. You certify that you are an authorized user of the Account used to pay the Fees, and you will not dispute these payment transactions with your bank or credit card company so long as the transactions correspond to the Services you order.
Third-Party Payment Vendor. Your Payment Information is collected and processed by a “Third-party Payment Vendor” under the terms and conditions of the Third-party Payment Vendor’s privacy policies and terms of use. You agree that the Third-party Payment Vendor, not Avanta, is solely responsible for your Payment Information. We will not be liable for any damages, claims, or liabilities arising from your Payment Information.
If Payment Fails. If a charge is declined or returned for insufficient funds (“Failed Payment”), you understand that additional attempts will be made to process the payment. However, if the additional attempts continue to result in a Failed Payment, you will have seven (7) days from our notice of the Failed Payment to pay the due amount. An additional thirty-dollar ($30) charge will be initiated for each Failed Payment as a separate transaction from the authorized payment.
Effective Date. The date that you schedule a consultation or the date that we email a Payment Request is the “Effective Date” of these Terms for Legal Assistance. This Legal Assistance will not take effect, and we will have no obligation to provide any legal assistance or services until you pay the Fees. If applicable, upon payment of the Fees, the Effective Date will be retroactive to the date we first perform the Services.
Utah Law. We employ attorneys licensed in Utah and attorneys, paralegals, legal assistants, clerks, interns, and other office personnel from jurisdictions outside Utah. Some of our Services require the application of Utah Law, and there are certain of our Services that do not require the application of Utah law. For Services that require the application of Utah Law, then that is considered “Legal Advice,“ and you agree that for such Legal Advice, an attorney-client relationship is established between you and Avanta.
Disclaimer that Legal Information Is Not Legal Advice. The legal information we provide is intended as general information about good business practices and is offered purely for informational purposes (“Information“). You understand that your use of such Information is at your own risk, and such Information is not intended to constitute Legal Advice or substitute for obtaining Legal Advice from competent, independent legal counsel in the relevant jurisdiction. An attorney-client relationship is not created when such Information is provided to you without Legal Advice as defined above.
No Guarantees. With either Legal Advice or any Information we provide, we have made no promises, representations, or guarantees to you. Our opinions are limited only to opinions based on our experience and judgment. We have no continuing obligation to advise you concerning future legal developments.
No Litigation. We do not handle any litigation matters. If you have issues requiring litigation, we can assist you in finding an attorney to handle the litigation matter.
No Tax Advice. We do not offer tax advice, and any tax guidance you require is beyond the scope of our Services. We specifically disclaim any representations or advice, express or implied, without limitation, any representations or advice concerning your taxes, including personal and business taxes. You agree to consult with your tax advisor to ensure that you fully understand the tax ramifications of any decision regarding our Services, the terms included in any documents we prepare for you, selling and purchasing ownership of a business, and any legal entities we set up for you.
No Conflict of Interest. We assist many small businesses related to their business practices. You agree that we may provide such assistance to other small businesses not substantially related to our work for you or any of your affiliates, even if such assistance is directly adverse to your business.
Potential Conflicts of Interest. We often work with the members and shareholders of legal entities. However, each individual and each legal entity represent a potential “Conflict of Interest.” Once engaged, we require you to electronically sign a “Written Consent” that waives this potential Conflict of Interest between yourself, the individual owner, and the legal entity. Or another example is when the legal entity has multiple owners, the Written Consent may waive the Conflict of Interest between all owners and the legal entity. You agree to comply with all requests to electronically sign any Written Consent necessary to proceed with our Services.
Resolving Conflicts. If the Services involve multiple parties, your interests may be the same initially. However, circumstances may change and cause a divergence of interests between you and the other parties. You agree to resolve your differences among yourselves without our assistance. If you cannot resolve your differences, our ethical obligations may require us to withdraw from the Services.
Confidentiality. In assisting you, we may receive nonpublic personal information about you, your business, and possibly personal information regarding your company officers, directors, shareholders, managers, members, or employees. All such information will be held in strict confidence and will not be disseminated to any person or entity outside Avanta without your consent unless such disclosure is required under the applicable law.
Client Files. We may store some or all of your Client Files on various platforms, including third-party cloud-based servers. Although we take every precaution to ensure the data and these servers are encrypted and secure, there is still a risk that your confidential or privileged information may be disclosed. You consent to the use of such storage services for your Client Files.
Communication. We communicate with clients through personal interviews, telephone calls, video calls, Emails, text messages, screen video recordings, and sometimes letters (“Communication“). We record our telephone and video calls to provide the best service possible (“Recordings”). These Recordings help us track specific requests and Client expectations. All such communication data will be kept confidential. You acknowledge, authorize and consent to such Communication and the applicable Recordings.
- Video Calls. Instead of in-person meetings at our offices, we schedule “video calls” over Zoom. For most legal assistance, we will have video calls that last a minimum of a 30-minutes, but some services include a more extended video call.
- Email. Electronic mail (“Email”) is not considered a secure means of communication. Still, due to convenience and timeliness, we use Email as the primary means of written communication with clients. The data shared via email is encrypted and secured using industry-standard 128-bit SSL encryption. If you feel that communication regarding your business matters is too sensitive to be sent via Email, please let us know immediately. We will only communicate by using a secure portal. Otherwise, you consent to share your data by Email.
- SMS Messaging. You consent and opt-in to receive text messages from us.
- Primary Point of Contact. Our primary point of contact regarding this matter will be the person who contacted us. However, if there is more than one person involved with the Services ordered, you agree to assign a single point of contact to coordinate communication between you and us.
- Newsletter. You consent to receive delivery of electronic newsletters and other communications from us or an entity affiliated by ownership with us. We will never share your Email address with any unaffiliated third party. You may opt out of our newsletter mailing list anytime by using the “unsubscribe” link at the bottom of any “newsletter” email.
Your Cooperation. We need your complete and timely cooperation to provide the Services. You will provide accurate and complete information as requested (“Requests“). Accordingly, with such Requests, you will:
- Respond to the questionnaires we send you and any emails that have specific requests for information;
- Respond to requests for your electronic signature and any affiliated parties’ electronic signatures;
- Provide complete and accurate information;
- Keep us informed of contact information, cell numbers, physical and mailing addresses, and email addresses.
- Keep us informed of any changes in the ownership of your legal entities.
- Cooperate promptly and thoroughly with all reasonable requests.
Our “Ready” Schedule. We begin working on client projects in the order they are added to the “ready” schedule. Your Services will be added to the “ready” schedule once you fulfill our Requests. Our turnaround time depends on the progress of other projects in our current workload. We will notify you when you have been added to our “ready” schedule.
Delays. We don’t like bugging you, but you understand that we may be delayed fulfilling the Services if you fail to respond to our Requests (“Delay”). For Delays that last ninety (90) days from the last date we issued such Requests, your Services may be paused (“Paused Services”), and we may stop working on your Services. We will continue to check in with you, but you agree that resumption is subject to our approval and current workload when you wish to continue with the Services following such a Delay.
Your Right to Terminate Representation. You may terminate our Services anytime by notifying us in writing. Upon receipt of such “Client Notice to Terminate” representation, we will immediately stop all work on your behalf.
Our Right to Terminate Services. We only want to provide services that we believe benefit our clients. Therefore, we reserve the right to decline engagement of our Services or to terminate Services (to the extent permitted by the ethical and court rules) you have ordered if we determine, in our sole discretion, any of the following:
- The Services are inappropriate for your circumstances.
- The Services are beyond the Scope of Services we provide.
- You breach any material obligation outlined in these Terms.
- You fail to cooperate or follow our advice.
- If a conflict of interest develops or is discovered.
- In our opinion, if there exists any fact or circumstance that would render our continuing assistance unlawful, unethical, or otherwise inappropriate.
If we decide to terminate our Services, we will notify you by Email or U.S. Postal Service that we are terminating the Services effective on the date of dispatch (“Firm Notice to Terminate”).
Upon either a Client Notice to Terminate or a Firm Notice to Terminate, you agree to take all steps reasonably necessary and to cooperate as reasonably required to free us of any further obligation to perform the Services, including the execution of any documents. While we are not obligated to do so, at the time of termination, we may suggest other attorneys that would be a better fit for the Services that we believe are more appropriate for your circumstances.
Fees and Costs if Services are Terminated Early. If either party terminates Services before we complete the Services, you may be entitled to a refund of all or part of the Fees based on the value of the Services performed before termination. This means that you are responsible for our time working on the Services at $425 an hour (“Hourly Fees”) and any expenses incurred on your behalf before the Client’s Notice of Termination or before the Firm Notice of Termination. Within sixty (60) days of such termination, we will send you a “Closing Statement” to set forth the Hourly Fees and expenses you owe. The Fees you paid will be applied to the balance due. A refund check will be issued if any credit remains after applying the Fees. If there’s a balance due after using the Fees, that is due and payable upon receipt of the Closing Statement.
No Refunds For Strategy Calls. If you schedule a Strategy Call and fail to show up or cancel anytime before the call, there is no refund. By scheduling, you have decreased our availability for other clients to schedule. Also, a new Strategy Call will need to be scheduled if we run out of time while on the call. For example, if you schedule a 15-minute Strategy Call, but the question cannot be answered in 15 minutes, you will need to schedule another Strategy Call to continue discussing your question.
Collection Costs. You agree to pay all costs of collection, including any Hourly Fees, other attorney fees, and costs (“Collection Costs”) incurred by us if any (whether incurred by an attorney employed by the Firm or employed by a different law firm). If we elect to file a civil action to collect such Collection Costs, you agree that the venue for such action will be in Utah County, in Utah.
