You can't sue me!! We have an agreement!!

by cash89
17 replies
Hey guys,

I have recently started selling google local optimization amongst other things. I have just been going out and making sales but I know i will run into problems soon if i don't have some type of agreement or contract with my clients. Maybe some of you more experienced warriors can help me out with this.
  • What should I include in this agreement?
  • How is there a need to get it signed or just saying they agree by paying?
  • Any google local specifics I should include? maybe something saying we don't guarantee placement?
I want to make sure I have myself protected. Any help, suggestions or resources are great!!!
#agreement #agreement or contract #google local #google places #sue
  • Profile picture of the author ozetel
    Yes it is always a good idea to start thinking of the contractual requirements. Although I am not a legal authority, I would think these are some of the issues to cover;

    - Obligations to your client from you eg, quality of work, timing of work delivery, availability for support if necessary, explanation of services, pricing etc
    - Obligations to you from you client eg, provision of information, payment of invoices, perhaps NDA to guard privacy etc
    - Dispute resolution process,
    - Billing and financial arrangements,
    - Description of services, what is it you are providing to them exactly so there can be no arguments,
    - Terms and Conditions - are there t&c's for your industry specifically or do you have an authority that may provide you with template t' and c's.

    I guess the first step is to a legal rep but you would be able to keep costs down by coming up with the bulk of the document yourself.

    Good luck
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  • Profile picture of the author SJJPFTW
    Hi Cash89,

    These are not specifically for your situation, and I would always say get a lawyer...however...you may find these a good starting point if you want to try and put one together yourself. My only real advice would be if you are doing it yourself use "lay speak" i.e do not try and sound like a lawyer if you are not one. Big words do not a binding contract make.

    Good luck!

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  • Profile picture of the author cash89
    Thanks guys big help!!

    Sjjpftw - thanks that's exactly what I was looking for
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  • Profile picture of the author Mwind076
    We don't do contracts. We will do an "agreement" - here's why:

    1) MOST disagreements are over payment or information. If it's over payment, it will usually cost you the same or more in lawyer/court fees to get a small amount of money. We bill ahead of time, so this is not an issue any longer...it's also why we bill ahead of time. Getting burned once teaches you.

    2) Most contracts are unenforceable by law...just like you can't legally say I can't do my job for anyone else EVER in your field, if we stop working together. You can't dictate my livelihood, no court will hold it up.

    3) Agreements work the same, they outline what everyone expects and will receive. There is no reason for a contract unless you have a HIGH priced item, you are putting a product or service out there BEFORE getting paid, or you just want to look professional. When it's clearly laid out what everyone expects (email is fine) there is no reason for a contract.

    So, to answer your questions, get paid first, put what you agree to in an email, and roll.
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    • Profile picture of the author cash89
      Originally Posted by Mwind076 View Post

      We don't do contracts. We will do an "agreement" - here's why:

      1) MOST disagreements are over payment or information. If it's over payment, it will usually cost you the same or more in lawyer/court fees to get a small amount of money. We bill ahead of time, so this is not an issue any longer...it's also why we bill ahead of time. Getting burned once teaches you.

      2) Most contracts are unenforceable by law...just like you can't legally say I can't do my job for anyone else EVER in your field, if we stop working together. You can't dictate my livelihood, no court will hold it up.

      3) Agreements work the same, they outline what everyone expects and will receive. There is no reason for a contract unless you have a HIGH priced item, you are putting a product or service out there BEFORE getting paid, or you just want to look professional. When it's clearly laid out what everyone expects (email is fine) there is no reason for a contract.

      So, to answer your questions, get paid first, put what you agree to in an email, and roll.
      Yea, I was thinking more of an agreement. Despite the title of my post i'm not really worried about a lawsuit, I just don't want there to be any confusion between mmy clients and myself. Do you have any examples of the agreement you use that you would be willing to share?
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      • Profile picture of the author Mwind076
        Originally Posted by cash89 View Post

        Yea, I was thinking more of an agreement. Despite the title of my post i'm not really worried about a lawsuit, I just don't want there to be any confusion between mmy clients and myself. Do you have any examples of the agreement you use that you would be willing to share?
        An agreement will work, as long as they respond that it's acceptable. If they don't, or if they want to change something, they'll just say "we wanted 20 hours not 25" or something like that. As long as it's in writing that they know what you offered, and they paid you for it, their payment, or continued payment is their "ok." As long as you deliver on your end. So include how many revisions, how many hours, price, etc. Past that, it's just hoops and no one really cares. You may have 1 in 100 that you have issues with.
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    • Profile picture of the author JTzor
      Originally Posted by Mwind076 View Post

      We don't do contracts. We will do an "agreement" - here's why:

      1) MOST disagreements are over payment or information. If it's over payment, it will usually cost you the same or more in lawyer/court fees to get a small amount of money. We bill ahead of time, so this is not an issue any longer...it's also why we bill ahead of time. Getting burned once teaches you.

      2) Most contracts are unenforceable by law...just like you can't legally say I can't do my job for anyone else EVER in your field, if we stop working together. You can't dictate my livelihood, no court will hold it up.

      3) Agreements work the same, they outline what everyone expects and will receive. There is no reason for a contract unless you have a HIGH priced item, you are putting a product or service out there BEFORE getting paid, or you just want to look professional. When it's clearly laid out what everyone expects (email is fine) there is no reason for a contract.

      So, to answer your questions, get paid first, put what you agree to in an email, and roll.
      1) Every situation is unique, however consideration in exchange for a good or service is the nature of the consulting service agreement in most of our cases (by our I mean us offline consultants); clearly communicate IN WRITING, the terms of service, the expectations of your client, the timeliness of the service, and the payment terms CLEARLY, in numbered sections and subsections.

      Whether you call the paper document an agreement, a contract, or a retainer, it must spell out the remedies and recourse YOU will seek and YOUR Customer will be provided with, the terms of service, the terms of payment, the expectations and timelessness of the services you will provide, and of course the limitations of service as well (make use of the words ONLY in your agreement - for instance "Limited to Mobile site development ONLY").

      2) Incorrect - the very nature of a contract is to have an enforcement mechanism by an enforcing authority, such as a Court, or Arbitrator - in fact, almost every contract I have written, reviewed, or edited has specific Authorities spelled out, such as Arbitrators/Mediators (extra-judicial authorities empowered with the enforcement mechanism but with the "advantage of timeliness and less expense"), some arbitration is Binding some is Not (binding means the decision is final and cannot be disputed or appealed).

      There are limiting clauses and non-compete sections in certain agreements and contracts, especially when it concerns scientific, sales, or other endeavors, although usually this pertains to situations where something proprietary such as Intellectual Property is involved or some other tangible or intangible proprietary item may be at issue (sometimes this involves sales territories as well, but is of course not limited to the above). Again, this USUALLY involves an employer-employee agreement, and sometimes can be used with independent contractor scenarios when a specific IP or sensitive information is involved.

      3) Don't confuse employment contract with consulting/services agreement, and do not complicate the issue - you need to protect yourself and you need a mechanism to get paid if your client is delinquent. Furthermore, if you want to have an enforceable agreement, you must be sure to responsibly be able to provide the services that you are offering to your client. It breaks both ways.

      You need some kind of proof that the agreement was actually agreed to by the client/customer. "REDUCE IT TO WRITING." Sending an email to the customer is ok, but what if they never respond back that they received your email and the "agreed to terms" ? You cannot get away with "But Magistrate Lawperson, I sent them an email outlining the consideration in exchange for services rendered..." or whatever. Bring the agreement in with you, read it over to the customer, break it down in lay-terms, and sign off and provide them with a copy, have them sign off and graciously accept payment for your services. The best thing to do is explain how this agreement outlines the scope of your work and protects both the client and you in case something unforeseen happens. Make sure that the enforcing authority (Arbitrator/Court) has jurisdiction over the County that you reside in (SO IF You are taking a boilerplate agreement off of the internet, make sure that it is in WORD format, and make sure the modify the Section where the Enforcement of the Agreement is mentioned).

      When having an agreement drafted, it is always wise to consult with an attorney who specializes in employment/vendor agreements.

      Warmest Regards,

      - JT
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    • Profile picture of the author Tsnyder
      Originally Posted by Mwind076 View Post

      We don't do contracts. We will do an "agreement" - here's why:

      1) MOST disagreements are over payment or information. If it's over payment, it will usually cost you the same or more in lawyer/court fees to get a small amount of money. We bill ahead of time, so this is not an issue any longer...it's also why we bill ahead of time. Getting burned once teaches you.

      2) Most contracts are unenforceable by law...just like you can't legally say I can't do my job for anyone else EVER in your field, if we stop working together. You can't dictate my livelihood, no court will hold it up.

      3) Agreements work the same, they outline what everyone expects and will receive. There is no reason for a contract unless you have a HIGH priced item, you are putting a product or service out there BEFORE getting paid, or you just want to look professional. When it's clearly laid out what everyone expects (email is fine) there is no reason for a contract.

      So, to answer your questions, get paid first, put what you agree to in an email, and roll.
      What a ridiculous load of crap... lol Pretty much everything written in
      that post is incorrect. Please define the difference between an agreement
      and a contract. Which one doesn't contain an offer that requires acceptance,
      consideration and meeting of the minds? If both do how are they different?
      Without all those elements how is either enforceable?

      Please tell me where you learned that "most contracts are unenforceable by law."

      OP... do yourself a huge favor and stop looking for free legal advice from
      anonymous strangers on internet forums. Go talk with a lawyer.
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      • Profile picture of the author cash89
        Originally Posted by Tsnyder View Post

        What a ridiculous load of crap... lol Pretty much everything written in
        that post is incorrect. Please define the difference between an agreement
        and a contract. Which one doesn't contain an offer that requires acceptance,
        consideration and meeting of the minds? If both do how are they different?
        Without all those elements how is either enforceable?

        Please tell me where you learned that "most contracts are unenforceable by law."

        OP... do yourself a huge favor and stop looking for free legal advice from
        anonymous strangers on internet forums. Go talk with a lawyer.
        Don't worry not looking for free legal advice, and i'm not terribly worried about my liability right now, i'm selling marketing services, not hand grenades. I'm just looking for people to share their experiences and any resources they may have for me.

        I can see that the threads title got people a lil fired up... mission accomplished.

        Thanks for the input warriors!
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  • Profile picture of the author 4morereferrals
    After you nail down some clients and an income stream - Id highly recommend General Liability and Professional Liability Insurance for you and your business as a SEM Consultant. $1500 - $2000 a year for the two coverages combined.

    It is essentially like putting one of the best Law Firms that specialize in IT on retainer to be at your defense should you get sued. They defend and indemnify covered lawsuits - you pay a premium and a deductible.

    Food for thought ...
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  • Profile picture of the author bhmseoservices
    Most agreements will always have a companies unique terms and conditions.
    While most are common and can be found in similar proposals - it's always good to have your own sayings with your own service.

    I got a lawyer to prepare me my terms and conditions - this was perfect because I didn't need to spend time making it myself and having to go through trial and error
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  • Profile picture of the author DaniMc
    Get some insurance. This will provide you some peace of mind while you are messing around with someones business.
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    • If there is a real possibility of being sued, I'd consider having an actual lawyer write it up. It's expensive but at least you know it'll hold up if it goes to court.
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    • Profile picture of the author savidge4
      Originally Posted by Dan McCoy View Post

      Get some insurance. This will provide you some peace of mind while you are messing around with someones business.
      the difference between someone out doing a hussle, and a real business. Can be used to separate you from your competition as well!
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      Success is an ACT not an idea
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  • Profile picture of the author The IM Factory
    Originally Posted by cash89 View Post

    Hey guys,

    I have recently started selling google local optimization amongst other things. I have just been going out and making sales but I know i will run into problems soon if i don't have some type of agreement or contract with my clients. Maybe some of you more experienced warriors can help me out with this.
    • What should I include in this agreement?
    • How is there a need to get it signed or just saying they agree by paying?
    • Any google local specifics I should include? maybe something saying we don't guarantee placement?
    I want to make sure I have myself protected. Any help, suggestions or resources are great!!!
    My main advice would be don't promise something you can't deliver and make sure you are very clear to your client about everything that you will be providing and go over the agreement to make sure he understands it but overall don't GUARANTEE something you don't have control of and your ass will be covered lol
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  • Profile picture of the author Ron Howard
    It is obvious that, legal agreement should be filed in case of such contracts..
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