Note: This transcript was auto generated then some poor soul sat and listened to it, and followed through correcting any mistakes they spotted. Please however expect human error and shout if you spot an issue. Email: lee [fancy curly symbol] trailblazer.fm.
Verbatim text
Lee Matthew Jackson:
Welcome to WP Innovator podcast, the podcast for web designers and design agencies exploring the world of WordPress and online business. And now your host, Lee Jackson. Hi, and welcome to episode number 53 of the WP Innovator podcast. This is your host, Lee Today. Today I want to talk to you about contracts. And that may not sound very sexy or exciting, but I do encourage you listen in because contracts need not be so scary. There are some amazing resources out there and if you have been building WordPress websites or doing anything online without a contract thinking that it’s too much work, then trust me, there are super duper free tools as well as, you know, some pay for things which probably are worth it. So it’s definitely worth checking this out.
Lee Matthew Jackson:
Now, the disclaimer right from the get go is that I am obviously focusing on my own country of law. So when I’m passing out my contract, I’m making sure that they are under the jurisdiction. Jurisdictions. Loving, complicated word, isn’t it? The jurisdiction. There you go. Of the UK law. My contracts are mainly under UK law and if they need to be tried, etc. That is all going to have to happen in the uk and that’s due to, you know, things like my insurance, et cetera.
Lee Matthew Jackson:
So the advice I am giving is simply the stuff that I do as my business. Please do not consider any of my advice like good, sound legal advice. I’m simply doing what I think is the best for myself, for my business and for my clients, based on research that I’ve done online, based on the experiences that I have had, and also based on documents that I have either paid for and downloaded or I’ve been able to access for free online. So everything I am saying should not be taken as gospel. You do need to do your own research. You must get your own legal advice if you need it, on anything. Do not, I just repeat, do not think I am about to give you absolute 100% pristine legal advice for the UK itself. Anyway, if you’re based in the UK and certainly not for anywhere else in the world, because the sort of stuff that I’m thinking about, I’m obviously thinking about UK stuff.
Lee Matthew Jackson:
Okay? So now that I finished bricking it and you finished bricking it, and we’re all now friends and everybody is under this understanding that this is simply advice on the sorts of things that you should probably be including in your contract, et cetera, why don’t we kick off with why have a contract? But before we do, I just want to thank Mark Taylor. He’s actually the guy who brought this up? Asking what contracts that people use. This is a regular subject that is in the Facebook group. So if you are not involved in the Facebook group, head on over to leejacksondev.com group. It will redirect you to Facebook. And in there you can join a private group full of us WordPress designers, developers and pure geeks. And in there we’re talking all about pretty much everything there is to know about web development. You know, the tools we love to use.
Lee Matthew Jackson:
We’re probably sharing cat pictures still, although I haven’t seen any for a while. Come on, guys, you’re really letting the team down. And, you know, we also talk about things like this, like what contracts are you using, etc. Okay, so let’s kick off first of all with why should you have a contract? And the very first thing that you should be considering is yourself and your client. You do need a contract because that’s going to protect you. That’s you, the developer, the provider of services. But it also is going to protect the client in a whole, a whole number of ways. The first one, of course, is misunderstandings.
Lee Matthew Jackson:
So having some sort of proposal, which is with also a contract, helps you create a framework for what’s going to be developed, but it also creates a legal framework as well, so everybody knows where they stand. Now, I, I think there’s a common conception that you’re going to put off a client by maybe forcing them to sign a contract or showing them some big chunk of text that’s all legal jargon and speak, et cetera. But actually, as long as you’re framing this to them as this is what you are doing to protect them and yourself and to create a good frame and a good, you know, for the relationship and for the project, then it need not be a big scary thing for the client. In fact, it, you know, it should, it should help, like I said, build up that framework. It should help people see you as a credible business. It provides that sort of assurance, etc. It’s also going to help you define the scope of the project and the arrangements thereof. You know, so who are you going to be working with, what you’re going to be doing, etc.
Lee Matthew Jackson:
And it’s going to provide you a framework for if things go wrong. So think about this. The first thing that often goes wrong is, hey, where is the such and such feature that we mentioned? And you’re like, well, let’s take a look at the proposal and the contract. And we can clearly see here that that thing you just mentioned does not exist anywhere in writing. And we do have a clause here that if a new idea has come up or something that was forgotten to be mentioned by anyone, then, you know, this is what we would do in that circumstance. That might be classed as a change control, there might be a certain charges associated to that, etc. And it’s also going to give you a framework as well for, for court. And nobody wants to go there.
Lee Matthew Jackson:
Okay, definitely I don’t ever want to go there. But at least if you’ve got some sort of contract, some sort of proposal, some written agreement, then there is a framework for doing things like how you’re even going to get to court, how you could probably avoid court altogether. But also when you’re in court, you’ve got something to say, okay, this is what we all agreed, this is the story, this is what’s what, this is what has transpired, et cetera. And obviously, finally, it just helps manage everybody’s expectations. It’s all about having, you know, a good brief, a good proposal and a good contract which is going to just stipulate those frameworks, those agreements, the responsibilities of them. Your responsibilities what, law, jurisdiction? I still can’t say that freaking word is going to be under etc. So if I haven’t convinced you already, then hopefully, hopefully I have. Here’s one final kicker though, that might just tip you over the edge to consider making sure that from now on you get a contract sorted out.
Lee Matthew Jackson:
And that is insurance. Now, insurance for a business need not be expensive. And in the uk, I’m using policy B, it’s only costing, well, it’s costing around, I don’t know, £30,40amonth to be able to be insured for professional indemnity, as well as insuring my staff and all sorts of things. And if someone was to sue, there is a huge amount of cash available to me to fight that case or to pay out if I really have screwed up, etc. It’s a good idea to have that insurance. And if you don’t have an insurance, I recommend you for the sake of your company and to protect yourself and the staff, etc. That you do go ahead and get some liability insurance. But if I don’t provide any contractual information, then reading the terms of my own insurance, and it depends which insurer you’re using around the world.
Lee Matthew Jackson:
But they are very unlikely to help me out, to provide me the legal assistance and even to provide any money if I haven’t actually set up that particular project, that particular job with Some sort of documentation, an agreement, some sort of contract, some sort of framework that can then be pursued or fought with or dealt with through court or through third parties. Okay, so remember, if you don’t have insurance, seriously, you probably should consider having insurance because sometimes things can go wrong and maybe the advice you gave wasn’t great, or maybe they think it wasn’t great and they’re still going to sue you. You still need some sort of protection that way. And then obviously, if you do have insurance already or you’re just taking it on based on this conversation we’re having right now, then do make sure that you’re checking in with your insurer and thinking, right, what terms and conditions, what contractual information, what do I need to be giving to my clients with my quotes, my proposals and my invoices and all of that cool stuff to ensure that I am protected and my client is protected. And remember, you can always frame this, all of this contract stuff to your client saying, look, not only is this contract here to protect you and me so that we can have a relationship and we know what the framework of this relationship is going to be and we know what going to be producing at the end of this, etc. And how the relationship is going to look like in the future, but also if things go wrong, and things can go wrong sometimes, there is also this insurance that backs me up. So this is all being done to protect us both and also to ensure that you, the client, know that I will be backed by this, I don’t know, 1 million, 2 million pounds of professional indemnity insurance. Should you have that sort of backing as well? So again, getting back to that credibility thing, this is a huge thing.
Lee Matthew Jackson:
It’s a really good, positive thing, really should be seen as a positive thing. It need not be scary. Now, I’ve just kind of talked at you now for like nine minutes on the importance of contracts and I’ve probably said a few buzzwords, etc. I apologize. But for myself, I’ve been in companies where they have not had any sort of contractual information, there’s been no agreement, and I’ve seen projects go massively over budget. I’ve seen relationships really deteriorate between companies and people fall out and people threatening to sue each and people refunding thousands upon thousands of pounds because they’re scared of going to court, etc. And it’s really sad to see. It’s really hard to be part of a team that’s involved in that because it’s obviously very upsetting.
Lee Matthew Jackson:
We’re all developers, we put our heart and soul into projects and when we see things fall apart, you know, it can be really upsetting. So that’s why I wanted to do this episode. You know, I’d read many, many threads in the past on the Facebook group Leejacksondev.com group about people saying, well, what contracts do you use, etc. And I just want to share with you what we’re doing, encourage you if you’re not, if you’re not issuing any sort of terms and conditions, you’re not issuing any contract information, then please, I just, I encourage you use this episode to get at least a start in the right direction to get something set up and then you can continue in that direction. And also if you don’t have any insurance as well, then I do recommend you look into that as well. Speak to other local businesses or the developers, obviously, maybe seek some legal advice. But you know, if you’re providing a service, then it’s probably worth ensuring you are insured. That’s going to protect you, your business, your house, everything.
Lee Matthew Jackson:
And obviously it’s going to protect your client as well. All right, so the main title of this was WordPress contracts. What do I include? And that is what do I include as Lee Jackson. Hopefully it’s going to give you guys some food for thought in what you should be including in your contracts. And again, I’m going to throw in that disclaimer in there that anything I say is what I’m doing based on my own experience and my own research. It is not to be seen as legal advice. A lot of it is UK based and you should definitely seek legal advice, especially if you’re stuck. Okay, so I really should speed that up.
Lee Matthew Jackson:
You know, like in the Simpsons when they’re doing those fake adverts and then the person chats really fast at the end, that would be pretty cool. But yeah, all right, forget me. I was basically, there is a Simpsons reference for everything and anything. I was chatting to Larissa just the other day, you know, and no matter what happens in our office, I’m like, oh, man, do you remember that episode of the Simpsons where such and such happens? And then we’re on YouTube and we’re just laughing and watching Simpsons clips for like 30 minutes. So you can see how productive this office is. So if you agree with me and there is a Simpsons reference for everything, head on over to the Facebook group and let’s share some Simpsons videos, for Pete’s sake. That’d be awesome. Okay, what do we include? That’s Lee Jackson Limited in our contracts, in our proposals, etc.
Lee Matthew Jackson:
So first of all we will send out a proposal which does include a contract. So let’s first unpack what we’re doing with this proposal. So the proposal is essentially the statement of work. It’s outlining the full scope of the project. So we’re saying everything that we’re going to be building and how we’re going to achieve that. So we might start with things like who they are and what they want to achieve, who they’re achieving it for, you know, what are their goals and their objectives, the scope of the project. So what are we going to build as a, as a solution? So you know, it’s going to be a WordPress website. We’re going to install such and such a plugin, we’re going to create this module from scratch to integrate with that payment system, etc.
Lee Matthew Jackson:
Etc. So that’s kind of the, you know, all the scopes, the how we’re achieving it, etc. But also what we tend to do to kind of give ourselves that extra protection is to throw in user stories. And those user stories are defining who all of the key people are that are going to be involved in this website. And that’s going to be multiple, multiple different types of visitors. And it’s also going to be, you know, the admin, the client, all of that stuff as well. And we’re going to tell all of their stories because what that helps to do is just helps to avoid when a client says to me, oh, but remember, we want it to then do this when the client is signed up, we want them to be able to see some content based on their information. The cool thing about the user stories is a user story is a really easy way to create the full story and journey of what’s going to happen.
Lee Matthew Jackson:
And if that sentence does not exist in that user story, where the client then comes to you halfway through the project asking for something magical to happen and it’s not in that user story, then you have much better protection. Because I’ll admit actual real full fledged product specs are really complicated to write. They, they cost a lot of money and a lot of people aren’t willing to invest in that. And a lot of us as agencies, including myself, we’re too small to be able to pour lots and lots of time and money in trying to create product specs, you know, right, right early on. So the more cost effective way for us, and again this is in our experience, you need to kind of work this out for yourselves is to do these user stories, which really does help protectors. And then the last thing we’re going to include obviously is our proposal. Now you can go and reference. I will put this in the show notes, but I did an episode just a couple of weeks ago where we talked about our full web build process and we do talk about contracts and proposals in a limited way and breaking down kind of the process from an initial lead right through to the go live of a project.
Lee Matthew Jackson:
So definitely recommend you go and listen to that episode as well. But that would be the initial proposal outlining what we do. But then we attach to that proposal a very specific contract that is all based around that one proposal. And what we use is a hybrid. We use some of the information that I picked up through WP Elevation over time when I was doing some of the courses probably about two or three years ago and they had based a lot of their work on the Contract Killer. And this is an amazing contract for web designers, web developers that is based on GitHub. So it is an open source contract which people are committing ideas to, etc. And it’s an evolving contract.
Lee Matthew Jackson:
Again, it’s it. Nothing ever beats a full lawyer for every single proposal contract. But let’s be real, I don’t think a lot of us can afford it. We certainly cannot afford to get a lawyer in to draw up every single contract, especially because we don’t know whether we’re going to win some or lose some, etc. So. So we’re going to have to use That’s Lee Jackson Ltd. What we can use. So what we’ve done then is taken some of what Troy Dean and his team did with WP Elevation, but then also brought in tons and tons and tons of stuff from the Contract Killer.
Lee Matthew Jackson:
And again, I’m going to put a link in the show notes so you can go and check that out on GitHub. Feel free to fork that, do what you want with it. But it’s a pretty cool contract and depending on the sort of industry you work in, you may want to tweak some of the wording. So for us, you all know me, I’m quite excited and bubbly and it doesn’t seem weird when there’s random comments and, you know, and silly lines in a, in a contract. But perhaps if you’re working in the finance industry or some sort of industry where they’re a little bit hoitoi, then you might want to make sure you just change some of the wording a little bit as well. So it doesn’t sound too unprofessional, but we’ve kind of got away with it because we’re kind of kooky anyway. Alright, so one of the first things we’re going to talk about is the design for us, it’s sometimes slightly different because the design isn’t going to be produced by us, it’s actually going to be produced by our clients themselves, which is cool. And we will then establish the copyright of that design.
Lee Matthew Jackson:
So in the case of a design agency doing it, and then we’re doing the rest of the project, then obviously they’re going to look after that part of the contract and we can leave that with them and their client. That’s fine. However, in the events where we do the design, which is often because we have outsourced designers out there who can do the design for people, then we will explain that the copyright of this design is still ours. We will create this and then depending on what’s been agreed in the proposal, we’ll then be saying something along the lines of and upon payment of the invoice, the full design and copyright and all of the assets will be released to you and it will be all in your control. Or if this is a really big project and we actually see the value in retaining the rights to that design for whatever reason, then we might change that. That’s very rare, but some design agencies have been known to retain the rights to a design because a client can’t afford the full rate. So that allows the agency to retain the rights to the design, the copyright, etc. Of which the client can then come at a later date and pay either a small fee or a premium to get the actual copyright of the design that was done, then handed over.
Lee Matthew Jackson:
So that’s obviously worth checking out. The other thing we’re going to talk about in the contract as well is the text, the content, and again, this is pretty much going through the contract killer elements here. So the text, and we’re going to ensure that they supply the text, or if they need us to supply copy because we have copywriters, then that is a chargeable process. It’s not free, it’s not included, the rates are outlined in there, etc. I write a lot of copy, but I tend not to write it for clients. I tend to use third party copywriters who are very talented at what they do. And many of them as well will be able to write SEO friendly copy, which I’ve no idea how to do. If I was writing SEO friendly copy, I’D think I’d need to say the same thing over and over again to get Google to notice it.
Lee Matthew Jackson:
So never a good idea, me going there. Okay, we’ll also then talk about graphics and those sorts of assets. So the graphics that they supply as well as the text, you know, the content that they’re supplying, they have to make sure that they have the rights to, to all of that. We’re not going to be supplying anything ourselves. They need to supply, you know, that content. So that’s pictures of their team and all that sort of stuff. And they have to ensure that they have the rights to, that they have the rights to those graphics, etc. And that obviously no recourse or legal recourse, all of that sort of thing.
Lee Matthew Jackson:
Big words to me. I don’t know what that means, but basically no one can sue me because I’m using the stuff that they’ve given me that they have confirmed that they have the rights to, and they have the liability as well associated with that. You know, if they’re, if they’re screwing up and stealing things from Google Images, which they definitely shouldn’t be doing because they possibly might get caught. And if you’ve got anything from Google Images, you better go check the. Better go check that out. Top advice, although I’m sure you don’t, so don’t worry. Anyway, then I’m going to talk about the deliverables. I’m usually going to change the contract a little bit as well and reference things from the scope of the project where I’ve talked about the scope, the statement of work, how we’re achieving everything, etc.
Lee Matthew Jackson:
So I’m going to reference a few lines of that, but then I’m also going to use the rest of the content on deliverables, explaining that we’re going to be providing HTML, we’re going to be providing CSS, JavaScript, PHP, whatever other languages we’re using, etc. But then we’re also going to talk about the copyright of that code. And this is something that I was able to take a bit from wp Elevation and also, you know, from different contracts, just ensuring that actually we retain, in most projects, we actually retain the copyright on things like the HTML, CSS, certain PHP routines, etc. Driver script that we create so that we can then use that in any other project. So what we’re doing is we’re actually licensing the use of our code to the client forever. So they can use it, they can’t transfer it to anyone else, but we’re at least licensing the use of the copyrightable code that we do to that client for that project to do whatever they want. They can’t resell it or anything, it’s still retained, you know, we still retain the copyright, but that then allows us to use that in some other project because otherwise we would have to rewrite everything, you know, so if we built a cool piece of JavaScript, I don’t know, that did something really cool inside of WordPress or whatever, and we want to be able to use that somewhere else, we’re not going to give all of the copyright over to the client, we’re actually going to license it and say, hey, client, you know, you get, you can do whatever the hell you want with this, apart from resell it, because we’re always going to retain the copyright to that so that we could do, you know, what we want with it, because we’re probably going to need to use that in a future project. So that’s always a good thing to do.
Lee Matthew Jackson:
Now, if you reference my old episode a couple of weeks ago about our web builds, we then talk about browser compatibility and I talk in that episode about what browsers we support. It’s always a good idea to make sure that you’ve put in your contract what browsers you’re going to support, because there are going to be some clients that are expecting you to be able to support absolutely every single device out there. And if you test all the standard devices and then they come to you with a BlackBerry waving at you, saying, hey, look, the website looks terrible and this old BB6 device, then, you know, you at least have the recourse in this contract saying, no, come on, let’s be serious now. There are too many devices in the world and we have clearly stated in the contract that came with your proposal that these are the elements that we’re going to support. These are the browsers, these are the, you know, the operating systems as well. Because, you know, somebody comes to you saying, hey, I’m on Ubuntu, on Chrome and it doesn’t work properly and you’ve clearly stated that you’re supporting Chrome only on Windows and on Mac, etc. So, you know, making sure you get all of that covered. Then we move on to technical support and warranties, etc.
Lee Matthew Jackson:
What we do as a company is we provide a one year code warranty that just gives people that extra peace of mind that if there is a bug that crops up at some point, because nobody is perfect, that we are going to code, you know, we’re going to fix that bug for free as long as they’ve not tried to tinker. But also it talks about the realm of technical support. So again I’ll be referencing back up to the proposal if I need to, where I’m saying, and you know, if they bought a year’s worth of technical support, we’re going to be saying, well, what does that look like? What’s our sla? An SLA is a service level agreement and essentially it just means how quickly am I going to respond to you and obviously be reasonable, you know, 24 hours or 12 hours or whatever you feel your company can do and then you know what the agreements are for fixing things, etc. So you might be doing just a I’m going to respond to you within 12 hours. And not necessarily stipulating when something’s going to be fixed because you can’t always or sometimes it might be a response to fixed contract. And you know, seriously, just Google what I’m talking about here. There are some, there’s some good kind of explanations on service level agreements, etc. They don’t need to get too hard.
Lee Matthew Jackson:
And to be honest, the sort of stuff that’s in Contract Killer is very useful if you’re not going to be providing a support contract as well. It kind of covers, you just read through the, read through the paragraph, just edit it accordingly. And obviously if at any point you know, you can afford legal advice, etc. Hey, you know, I got to advise that you do at least get some legal eagle to take a quick look and give you a thumbs up, etc. The other thing we talk about is changes and revisions. I actually really like the way that Contract Killer talks about this. And I’m just going to read to you, if I just scroll down, what changes the changes and revisions say. They say we don’t want to limit your ability to change your mind.
Lee Matthew Jackson:
The price at the beginning of this contract is based on the number of weeks that we estimate we’ll need to accomplish everything. You’ve told us what you want to achieve, but we’re happy to be flexible. If you want to change your mind or add anything new, that won’t be a problem as we’ll provide a separate estimate for those additional weeks. So essentially it’s saying, you know, if, if you change your mind, totally fine. We don’t want to limit you to this proposal. In this contract, if you want more stuff, we will happily create another quote for you. You’ve got that freedom, you understand there are going to be extra costs, etc. Etc.
Lee Matthew Jackson:
Which is awesome. Okay, then we move on to the legal stuff as they, as they name it. But essentially this is talking about the liability etc, and it is pointing out that you can’t guarantee that something is going to be error free. It is impossible to guarantee and you’re going to, you’re going to cover yourself. Here it talks about third party damages, etc. Or loss of profits, etc. We, we can’t be liable for those sorts of things. You can’t decide to sue us because there was a very small bug and in your opinion, you think that has made, you know, has killed.
Lee Matthew Jackson:
Has. Sorry, has made you lose money, has. I don’t know, maybe it’s blown at the world, I don’t know, it’s being, I’m being daft here, but you know, losing money, etc. Is such a, I’m trying to explain this. It’s such a hard thing to prove anyway. But what this is doing is saying, hey, you know what, we are not responsible. You know, you can’t hold us liable for something that happened because of a bug or an error. And to be honest, it’s very hard.
Lee Matthew Jackson:
Like I said, it’s very hard for somebody to prove that anything that you’ve done has lost them business because all of that is subjective anyway and nobody can predict what would have happened or what will happen in the future, etc. But also it’s just covering you for the potential for errors because all of us do make errors at some time, whether or not we want to admit it or not. We then move into intellectual property, so that’s going into more information on what’s covered, etc. So it covers things like domain names, your trade names, etc. It’s talking again in more detail about the elements, the graphics that’s all being provided, etc. And it’s just giving you a better legal framework. Now if you do look through the Contract Killer, what we’re telling you at the moment is how we have changed the contract killer over time for our own clients. Trying to break up some of the more complex stuff into different sections.
Lee Matthew Jackson:
But if you do go ahead and check out the contract Killer, a lot of this is a lot clearer. What I’m trying to explain at this point is what we have then been doing since and how we’ve changed things around just a little bit to help us and help us to explain to our clients what we’re going to do with them. One of the things it’s always a good idea to add to a contract is the right to display. So for us, we can’t very often show our work because we are in some sort of non disclosure agreement with our client. So we can only privately show stuff, but we will at least give ourselves that right to be able to privately, in a private room, show somebody and say, hey, look, we worked for this huge bank, isn’t this amazing? We worked for this huge design agency on this project for this huge company and look what we did, wasn’t it amazing? But you know, we can only do that in private, so we make sure that we have that right to display in private. However, if you’ve done a design and you want to be able to put that on the Internet and there’s no reason why you shouldn’t be allowed to display that in your portfolio, then things like that, you make sure you cover in your right to display. And then there is a payment schedule section. We don’t use that section because we’ve already established all of that sort of stuff up in the pricing.
Lee Matthew Jackson:
All right, so what we’ve done is we’ve created a proposal. We’ve then kind of butchered the killer contract which I suggest you guys go check out and you know, feel free to butcher it for yourself to your own needs, etc. And then what we will do is finally include something called the business terms and conditions. So they are a set of terms and conditions that are separate from the proposal, they’re separate from the proposal contract which is outlining what’s going to happen within the, I’m, you know, within the realms of that contract. The standard business terms and conditions are essentially the standard business terms and conditions for how we do business. And it’s, it’s, it’s a very hard document for me to explain to you. I’m going to talk to you about a few of the things that are included in those. And if you are based in the UK, go check out simply docs.co.uk, the links will be in the show notes.
Lee Matthew Jackson:
And if you are based in the usa then there are other companies that provide online business terms and conditions, templates, etc. That you can go and check out. And I’ll try and pop a few links after the show in the show notes and again do head on over to the Facebook group as well if you’ve got these. But this structure is the general day to day how do we conduct business? You know, what are things like the terms on our invoices? What is the process for late payment? So for Example in the uk, I retain the right for a late payment to be able to charge up to 8%, excuse me, I can’t remember, as if per week or per day or something. You know, we can charge 8% on top of a late payment, you know, we can go after that in court, we can charge extra fees for recouping late payments etc. If we want to. I mean, we don’t. Most of our clients are brilliant.
Lee Matthew Jackson:
If they do accidentally pay late, that’s fine, we get it sorted. But we at least do have in our standard business terms and conditions, something that covers that. We have things that cover the client obligations as well as our own obligations to things such as data protection. It’s a huge thing in the UK making sure that we’re storing information, you know, in UK servers, we’re meeting the Data Protection act, etc. It also covers things like insurance and indemnity and it is saying, you know, that we will guarantee that we will always maintain an insurance at least to a set amount of money, etc. So that’s outlining our responsibility for insurance to them. But then a very essential part of any contract, especially business terms and conditions, which is why we lob everything into the business terms and conditions such as these. So we don’t forget is confidentiality.
Lee Matthew Jackson:
And confidentiality means that we promise that we will not, you know, leak any of their information that the client is graciously giving us to help do the project, but equally we are not going to give, you know, so we’re not going, sorry, equally the client’s not going to give away any of our information as well to our competitors. They’re not going to be sharing code that we do with people, etc. It’s giving that full two way confidentiality. So in any confidentiality agreement, make sure it is a two way streak that you’re not promising not to give their stuff away, but they can do what they want. Now there’s another really important thing as well that I’m going to highlight and this is a non exhaustive business terms and conditions. Guys, you do need to go, you know, look in your specific country for a good legal terms and conditions that you guys can use. But it’s something called force measure. And that’s basically if some sort of insane act of God happens or some terrorism or something happens where you can either not complete the project or your obligations under the contract or the project is going to be super late because something terrible has happened.
Lee Matthew Jackson:
Force measure gives you that, that gives you that coverage. Now Something that’s really important. And this is something you can either include in the proposal contract or in your standard business terms and conditions, depending on how much you do is subcontracting. You reserve the right to be able to subcontract and to have, you know, freelancers who are in contracts with you, you know, with confidentiality agreements, working on a project. Because you know, again, we are a small agency, we’re not huge and we can’t afford to employ everybody in our business to work 247 on all of these projects. So we will retain the right to be able to subcontract out certain elements of the work, etc. Another hugely important subject is non solicitation. Essentially that means that nobody is allowed to steal my employees.
Lee Matthew Jackson:
And hey, employment contracts are a whole different ballgame and I ain’t even going to cover those. We talked about HR etc a few episodes ago, so go ahead, check out that episode. Maybe if I remember I’ll put a link in the show notes, etc. So good HR advice there. But the non solicitation really is ensuring that again both parties, we’re not going to steal any of our client staff, but equally the client is not going to try or any of our resources, etc. And I’m just going to pause, let me just, you know, I’m telling you a lot of stuff here and don’t worry, you know, I’m going to put these, all of this stuff down, just these little bullet points down. So you know what we did and then you can compare that to what you’re doing, etc. But the reason why we’re doing these business terms and conditions, these are all the sorts of things that we will often forget or are too bulky for the proposal contract.
Lee Matthew Jackson:
So remember, we’ve got our proposal, the proposal contract is kind of all the legal framework around that particular proposal where we’re using the contract killer. These business terms and conditions cover everything else and really help us keep, you know, keep legal and, and it gives us that framework. So if somebody is just going to call us up and purchase something over the phone, etc. We’ll make sure we’ll have sent them at least these business terms and conditions without any proposal, contract killer, etc. At least if we’re sending these business terms and conditions that’s going to cover us for our day to day business transactions, etc. All right, let’s get back in to the contract and that is dispute resolution. So this is where we’re talking about what are we gonna do if things go wrong, you know, are we just gonna have an argument? Are we gonna all have a, you know, a fight outside the pub and then go back in and have a beer together and shake hands? All right, we don’t actually say that, but we talk about making sure that we don’t allow them necessarily to go to court straight away. So there is a way you can frame the terms and conditions where it actually ensures that they have to seek mediation first.
Lee Matthew Jackson:
So you actually have to go through a mediation process before you end up getting into court. So if somebody tries to take you to court straight away and they don’t go through the mediation process that you may have stipulated in your business terms and conditions, then you know that that could potentially be a. Well, you know, this court case is adjourned because you, you didn’t do that. You now need to go off to mediation before you can all come back. And a lot of things do get solved in mediation, just, just misunderstandings, etc. But finally, and this is, you know, this is not everything, remember, but for us, one of the most important things as we wrap this up is the law and jurisdiction. I mentioned that earlier, I mentioned it again. So we are saying what law this contract can be tried under, etc.
Lee Matthew Jackson:
And you know, so if we get beyond mediation and we are all going to go to court, which would be awful, at least we know what law it’s going to be under where we’re going to be fighting. So people can’t try and sue us in some country on the other side of the planet that we can’t afford to get to and that our insurance wouldn’t necessarily cover us for, you know, people understand the country that all of this contract, all of this framework is for. Okay, I really need a coffee soon. So I’m definitely going to have that one final piece of advice then. Let me just recap. First of all, we’ve talked about giving people a proposal where we say we what, you know, what are we going to do that’s obviously very, you know, very worthwhile. There’s no misunderstandings. We attach quite a few of the elements of the contract killer to that so that people understand per project, you know, whose responsibilities are what the deliverables are, certain pieces of legal advice, etc.
Lee Matthew Jackson:
Liability and all of that sort of stuff. And then finally, what we have is our standard business terms and conditions that essentially cover everything else as well as parts of, you know, the day to day running of different proposals. Now, it’s all well and good, maybe having this document, but if you don’t distribute the document, that is also a problem. So none of these documents, especially the business terms and conditions, are even valid unless you have actually distributed the business terms and conditions at a minimum with your, with your quotes, etc. But if you’re also doing proposals, making sure you have your proposal contract with that as well, so that when they’re signing things, etc. You have got a signed document and you can use online companies like signable etc. To get those digital signatures, but at least you then have legally binding contracts and documentation. Now, for our insurance, we’re able to actually send a quote and reference the attached business terms and conditions to that email.
Lee Matthew Jackson:
And if the client then pays an invoice or a deposit, invoice or replies and says, yeah, go for it based on that quote, with that quote number, et cetera, then that as far as our insurance is concerned, currently from our last conversation, is deemed to be acceptance of the business terms and conditions. And that’s actually enough for my insurance to support us, which is great. But for many companies, you may have to go down the line of making sure you’ve got digital signatures, etc. Now, if you’re feeling overwhelmed, I understand this is an awful lot of information. So that is why the Facebook group exists. Leejacksondev.com group I imagine this is gonna create more questions than is probably gonna solve. Do go and check out the Contract Killer. It’s brilliant.
Lee Matthew Jackson:
Do go check out WP Elevation. I have no affiliation with them, but they have certainly been very helpful to me over the years and they’re currently providing tons of great free information. So go and check out WP Elevation as well. And the most important thing is don’t panic. Do carry on. Don’t get freaked out by all of this. Just take a step back. When you get a moment, take a step back and just make sure you’re doing the best you can with the resources that you have to give yourself at least some protection and your client some protection and some peace of mind, because these are the sorts of things that do keep us as freelancers, as web designers, as developers, and as agencies, big or small.
Lee Matthew Jackson:
These are the sorts of things that can keep us up at night or can kind of bite us in the butt when things go wrong. So I’m explaining all of this to tell you what we do. Helps me sleep at night and hopefully it’s going to give you guys encouragement to go away if you’re not already doing so. Now, if you have got amazing contracts and amazing stories. I would love to talk to you about that. So go ahead, go to leejacksondev.com contact and it would be great to get some actual stories from the road on the podcast. So I’ve already reached out in the group. We’ve had great guests so far.
Lee Matthew Jackson:
But let’s actually start getting some listeners on the podcast and let’s get some other stories shared. You know, we’re not a podcast that’s all about the big names. We’re a podcast that’s about real people, everyday people. I’m not a big name. I’m just a guy who runs an agency who. I’m very grateful that you listen to me on a weekly basis. But, you know, but let’s listen to your stories as well. Let’s talk about what you’re doing with contracts, let’s talk about your story into the web world, etc.
Lee Matthew Jackson:
That would be so cool to get you one. So that’s Leejacksondev.com contact or go to Leejacksondev.com group. It will be so cool to meet you and potentially get you on the show. All right, guys, have a wonderful day. This is the end of episode 53. I can’t wait to share with you you next week’s episode. I ain’t gonna say nothing about it, though. So jump in your time capsule and go listen to that episode.
Lee Matthew Jackson:
Or just wait, actually travel through time for seven days and then you’ll be able to. You’ll be able to listen to it then. All right, take care. Keep innovating.
