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Client not happy with T&C's
slimboyfatz33
Messages count : 3
Likes count : 0
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8 April 2008
Hi,
I have just had a potential client, pull my Terms and Conditions to pieces, clients in the past have been happy with these, and they do not make any ludicrous demands, here is an excerpt of the email i received back from them ... (**client name etc... omitted) ...
4.2 Supply of materials (isn't X supplying some images and originating graphics?) (in accordance with agreed specification....where's the spec?...our brief?...in which case we need some clarity on who's expected to supply what and who's responsible for ensuring they are licensed for use)
4.3....whilst we'd want very much to adhere to 7 days, me being out of the country with no web access at a crucial stage, might make this impossible, can we please change this to 14 days?
4.3 2.1 asks for one third deposit (one third is 33.3 recurring %) making the balancing payment 66.6 recurring %) would be clearer if it were 35% deposit and 65% balancing, making the deposit a little
more than one third.
4.4 change to 14 days please
4.5 as per note for 4.3
4.6 is potentially onerous, in that IF for whatever reason we didn't pay or were unable to pay (due to unforseen circumstances...illness, Act of God etc etc), Contractor would have the right to 'replace' or 'modify' the website, and this could of course include ways that are unsuitable to the image and reputation of (Client). I have no truck with a clause that allows (Contractor)to remove the site and revoke the licence under those circumstances, this seems entirely fair. Also, we need a clause that
states that if it becomes necessary for (C0ntractor) to excercise its rights under this clause, full payment of the outstanding amount would, without penalty, reinstate the licnece and replace the website, within 24 hours of receipt of payment.
5.2 needs some words that make the reverse true too. ie: content supplied by (Contractor) is bone fide. Also, an exception needs to be added to the indemnity in this clause: eg "....(CONTRACTOR) and indemnifies the same from any claims or legal actions however related to the content of the Client's site, except where such claims or legal actions relate to content supplied by (Contractor).
5.5 Can we have some clarification on the implications of this clause? If for whatever reason, say 12 months down the line we wish to have the site overhauled, does this clause tie us to (Contractor)?
Don't we have the freedom to commission a different designer to make modifications?
6.1 I don't want the right to terminate to be based on one person's judgement of my morality or to be as vague as being based on us, our website or content being 'otherwise unacceptable'.....what does that mean? Please be specific or remove the clause.
6.2 In the event of software, hardware or electrical failure, preventing (Contractor) from delivering the contract, we would want our deposit returned....there is nothing in the contract that allows for this.
All else, fine as is.
I have just had a potential client, pull my Terms and Conditions to pieces, clients in the past have been happy with these, and they do not make any ludicrous demands, here is an excerpt of the email i received back from them ... (**client name etc... omitted) ...
4.2 Supply of materials (isn't X supplying some images and originating graphics?) (in accordance with agreed specification....where's the spec?...our brief?...in which case we need some clarity on who's expected to supply what and who's responsible for ensuring they are licensed for use)
4.3....whilst we'd want very much to adhere to 7 days, me being out of the country with no web access at a crucial stage, might make this impossible, can we please change this to 14 days?
4.3 2.1 asks for one third deposit (one third is 33.3 recurring %) making the balancing payment 66.6 recurring %) would be clearer if it were 35% deposit and 65% balancing, making the deposit a little
more than one third.
4.4 change to 14 days please
4.5 as per note for 4.3
4.6 is potentially onerous, in that IF for whatever reason we didn't pay or were unable to pay (due to unforseen circumstances...illness, Act of God etc etc), Contractor would have the right to 'replace' or 'modify' the website, and this could of course include ways that are unsuitable to the image and reputation of (Client). I have no truck with a clause that allows (Contractor)to remove the site and revoke the licence under those circumstances, this seems entirely fair. Also, we need a clause that
states that if it becomes necessary for (C0ntractor) to excercise its rights under this clause, full payment of the outstanding amount would, without penalty, reinstate the licnece and replace the website, within 24 hours of receipt of payment.
5.2 needs some words that make the reverse true too. ie: content supplied by (Contractor) is bone fide. Also, an exception needs to be added to the indemnity in this clause: eg "....(CONTRACTOR) and indemnifies the same from any claims or legal actions however related to the content of the Client's site, except where such claims or legal actions relate to content supplied by (Contractor).
5.5 Can we have some clarification on the implications of this clause? If for whatever reason, say 12 months down the line we wish to have the site overhauled, does this clause tie us to (Contractor)?
Don't we have the freedom to commission a different designer to make modifications?
6.1 I don't want the right to terminate to be based on one person's judgement of my morality or to be as vague as being based on us, our website or content being 'otherwise unacceptable'.....what does that mean? Please be specific or remove the clause.
6.2 In the event of software, hardware or electrical failure, preventing (Contractor) from delivering the contract, we would want our deposit returned....there is nothing in the contract that allows for this.
All else, fine as is.
- Contact in PM
PointandStare
Messages count : 12Likes count : 0Registration : 2 May 2008Just a few points as I don't know the full SP on this but all terms need to be 100% clear. It seems that the first point, all they are asking for is for you to be 100% clear on who is doing what.
"4.3 2.1 asks for one third deposit" 50% is the norm. Why make things difficult?
"4.3....whilst we'd want very much to adhere to 7 days" - 7 days for what? payment? 30 days is the norm.
Correct me if I am wrong but it seems (as I said I don't know the full story), like you've just grabbed the contents from somewhere else and not really changed much.
Remember, they are paying you. You have to get them on your side and part of that means being flexible. - Contact in PM
SharpClause
Messages count : 6Likes count : 0Registration : 16 November 2006Not a huge expert in things legal but one thing I feel sure of is that gearing a contract to a particular client and the brief is the way to go.
Generic contracts are all very well but it pays to read the small print whichever side of the equation you're on, and although templates are useful, one size does not nnecessarily fit all :happy
If you were about to sign a contract with someone else you too would check the small print and would be entitled to request changes. Just out of interest, the Society of Authors, for instance, actually provides a contract service for its members so they can read through to check that everything is fair and reasonable - they weed out the dodgy contracts, the awkwardly worded ones, the vague ones, the everything ones ...
That's why people submit draft contracts, so they can be read and discussed.
If I were you I would
a) get legal advice about i) your T&Cs and ii) your client's suggestions
b) rewrite the contract in the light of that advice
c) thank your client for their suggestions and resubmit