3 Must-Have Contracts For Freelance Creatives & Studios with Jaime Bell

[00:00:00] Ami: So when I started out as a creative many, many years ago, I was obsessed with making things. I’m guessing so were many of you.

[00:00:07] Ami: I was making photos. I was writing ads. I love making things. The one thing I did not love making was contracts. And so my solution was similar to what every sane creative does, which is ignore the problem for a long, long time. I crossed my fingers and hoped to, hey, you know, just a handshake agreement that, that, that covers me legally speaking, right?

[00:00:25] Ami: Eventually I thought, okay, I should probably get a bit more professional, get some sort of contract together, and I cobbled together terms that I scraped together from friends, I found out from strangers on the internet in totally random places. And the problem with that was that I had no idea if any of it would hold up in court.

[00:00:43] Ami: And worse than that, I was embarrassed. To send these amateurish documents to my clients at this really important moment, right? It’s right in the beginning of a new project or a new retainer and it sets a weird tone if you’re like sheepishly sending over a thing and kind of crossing your fingers they don’t read it too [00:01:00] carefully.

[00:01:00] Ami: Now many years later I’ve met thousands of freelance creatives and studio principals in my work with Creative Pulse and I know this is a really common approach, a really common issue, and thankfully it’s reasonably simple to solve. All right. So to help you with that, we’ve invited Jamie Bell who is a business lawyer.

[00:01:19] Ami: She’s an educator and founder of the Contracts Market, where she provides legal contract templates for freelancers and service providers of all types. Without further ado, let’s give a warm welcome to Jamie.

[00:01:34] Jaime: Thank you so much. Nice to have nice to see everybody here. It’s a huge turnout. So I’m really excited to see that.

[00:01:41] Jaime: So thank you again for the warm welcome. My name is Jamie Bell. I’m a business lawyer in British Columbia. I’m actually on Vancouver Island today. And my whole business is helping creatives feel way more comfortable with navigating the legal side of their business.[00:02:00] 

[00:02:00] Jaime: So today we’re going to do a contracts crash course. I’ve tailored it specifically to this group of creatives. And I’m really excited to dive into a few of the like, definitely the three most important contracts that you need, no matter what kind of business you have in the creative space. that you’re exchanging value with clients for your expertise.

[00:02:24] Jaime: So we’ll dive into that. And like Ami said, I have some, I’ll answer a lot of the questions I think as we go through and then there’ll be time for Q and A at the end. So if something tweaks your brain, just write it down and we’ll, we can come back to it at the end if there’s a time. And I will say this at the end, but my DMs are always open.

[00:02:42] Jaime: So I want this. If, if you need more information after this, just get in touch with me. So, because I am a lawyer, I have to give a disclaimer, and I am a lawyer, but I’m not your lawyer. So, this workshop is for information and educational purposes only. Obviously, if you need [00:03:00] specific legal advice, and I always recommend you seek out a, not just a lawyer, but a great lawyer who understands not only creative spaces and work, but also the online space if that’s where you’re operating.

[00:03:14] Jaime: Not everybody understands the nuances of doing business online. So if you’re interviewing lawyers, just make sure they check that box. So let’s just dive in. And the fact that you’re showing up today is saying a lot about how seriously you’re taking your business. And before we get started, I just want to take like A deep breath in, because legal can definitely be overwhelming.

[00:03:37] Jaime: And at the end of this, I don’t want you to feel like you need to have retained everything. You don’t need to be a lawyer. I want you to absolutely stay in your lane. But what I want you to get from this presentation is just If something comes up along the way it’s like, oh, hey, I heard about this somewhere.

[00:03:55] Jaime: I’m going to get more information. So this is more of like, let’s issue spot these [00:04:00] things so that you can get more information down the road. The other thing I want to have this presentation do for you is if you currently have a Contract with your for your clients. We’re that is going to be the main focus of this workshop So I’m hoping that this workshop can actually act as almost a checklist for you to go through your current contract if you have one And say hey, I have this or hey I don’t have this and I need to make sure that I add that or get some more information around that So let’s just leave a lot of expectations at the door and just let’s keep this light Make sure that you walk away with a bit more of an understanding, but you do not need to be an expert in this at the end.

[00:04:41] Jaime: So all of the stuff that is fun to do about setting up a business, doing the actual work you provide to your clients, logos, branding, colours, all that stuff is really important. But the, one of the most important things, arguably, is making sure that you actually have systems in your business to protect it.

[00:04:58] Jaime: And I’m not [00:05:00] just talking about legally protecting your business, we definitely want that, but It’s about protecting the relationships that you are building with your clients too, because like Ami said at the beginning, you know, it kind of leaves a weird taste in everybody’s mouth when you like sheepishly slide a contract into someone’s inbox that absolutely does not reflect the person or the business that your client’s been interacting with.

[00:05:23] Jaime: So we’ll get a little bit more into what that should look like, but a good contract is doing a lot of things in things in your business, not just legally protecting it. We’ll We’ll definitely get into those aspects, but it’s kind of building that foundation of trust with your client from the get go. So just right off the hop, why are we not just doing handshake deals?

[00:05:47] Jaime: Because we need to make sure that when we’re entering into a client relationship, that’s the focus of today’s workshop. We’re getting everybody on the same page from the start. And For example, I am [00:06:00] a lawyer who hires a lot of creatives in my business, social media managers, virtual assistants, bookkeepers, all the things.

[00:06:05] Jaime: I have absolutely no clue what you do, to be honest. You’re the expert and I’m hiring you because I come into the relationship with an expectation of what I need, but I actually don’t know if I’m hiring and getting from you what I think I’m getting. So your client contract is what is getting everybody on the same page from the start.

[00:06:28] Jaime: A good contract. Well, you just need one anyway, is to help solidify that relationship, so it’s very clear that you are being hired and to provide services, and you are actually in a relationship with someone legally. Again, a good contract set managing expectations, what exactly is the value exchange here?

[00:06:49] Jaime: A good contract is a reference point for the future, so when stuff goes sideways, mic’s on, maybe Madhu? It’s coming up on my side. Sorry. [00:07:00] You need a reference point for when things don’t go to according to plan, payment, deliverables, timelines, and client expectations. We need to make sure that we have a reference point to come back to so that when things don’t go the way you want it to, there’s a starting point from what you agreed on.

[00:07:17] Jaime: And again, coming back to that first point, is like, it just shows that you’re professional and you’ve actually considered the relationship and what you’re trying to protect. And it just sets that expectation with your client from the start. So just generally, I think this is a good place to start with like what your contract should be.

[00:07:38] Jaime: Definitely should be a relationship of what you’ve talked about. Like if you’ve had a client discovery call or you’ve sent a proposal, Your, your client contract should actually reflect what the expectation is. It should definitely be an extension of your brand. Like, if you are a pretty casual business person and all of a sudden you send over this contract to your client that you need a [00:08:00] degree in Shakespearean literature to Understand there’s going to be a huge disconnect between you and your client as to what their expectation is of working with you.

[00:08:09] Jaime: So I really believe that your contract should be integrated into your systems. Like for instance, I use Debsado for my law firm. They onboard through Debsado when they book a client call with me, they get a contract through Debsado to sign. With me when they’re hiring me as a lawyer, it’s all just a really easy integration.

[00:08:29] Jaime: And the language that I use in my client contract is really reflective of the kind of language I actually used on the discovery call. So things like, Hey, if you don’t pay, I actually use that kind of language in my law firm retainer. And we like to see that in the legal industry, judges are actually siding on the side of language should be inclusive and language should be In what we legally refer to as plain English, not legalese.

[00:08:59] Jaime: [00:09:00] So, that’s something to think about if, you know, you get a contract from a bigger client and they want you to sign their contract. If you don’t understand it, there’s a problem there. You need to understand it. So, make sure that your clients can understand what you’re sending them to. I really believe a contract should be fair.

[00:09:19] Jaime: Nothing makes a client, a client go running as if you’ve been really friendly on the phone and all of a sudden you have this horrific, draconian contract that kind of throws the baby out with the bathwater. I believe that a good contract really protects your business, of course, but also gives some expectations that the client’s not going to be bulldozed as well by you if you don’t live up to your obligations.

[00:09:43] Jaime: And just one of the things that I like to see is like an organized, consistent contract, you know, if you’re using definitions, make sure they’re consistent. This often comes up when you’ve been like cutting and pasting from someone else’s contract, you know, the term, the term, [00:10:00] Retainer is actually called deposit somewhere else, and like, it’s just inconsistent, so if you’ve done that, which there’s no shame or judgment, you, you know, you do what you can just make sure that your defined terms are consistent.

[00:10:12] Jaime: And then your contract shouldn’t be an afterthought, they shouldn’t be like, oh shit, I haven’t Got one together yet, you know, like send them over something. No, these are things that when you’re starting your business or if you haven’t done it yet, spend some time doing it so that you actually turn your mind to like your policies that are going to be in place and reflecting in your contract if your client doesn’t pay or something like that.

[00:10:34] Jaime: So it shouldn’t be an afterthought, shouldn’t be something you’re embarrassed to send over. It, it also should not include clauses you wouldn’t enforce. Because if you don’t enforce clauses in your contract, you are actually in breach of your own contract, and we don’t want that. So if you have really strict, strict clauses, like I can’t even think of something off the top of my head right now, but something you wouldn’t enforce, take it out, because you are the [00:11:00] person, there’s no contract police out there for you, you have to be the one that is, feels comfortable enforcing your contract, so really go through potentially what you’re using right now, and make sure you would feel good enforcing interest on a late fee, and if you wouldn’t maybe consider taking it out, and then please stop with verbal and email agreements, there’s various procedures, Little situations that I say should be just documented by email, some things it’s appropriate, but most things when you’re exchanging for money or even like a services swap, I think it should be in the contract.

[00:11:35] Jaime: One really good reason why you should keep Contracts and agreements and changes to contracts out of emails and text is is if you ever have to hire a lawyer to Actually enforce your contract for you It’s going to cost you a lot more money for me to read all your dms your instagrams and your emails just put it in an amending agreement and we’ll get to that a little further along So we’re going to skip over this [00:12:00] pretty quickly, but just like types of contracts that you’re going to see in your business service agreements, that’s what we’re diving into.

[00:12:06] Jaime: Independent contractor agreements, we’re not going to talk about that too much today, but that’s when you are hiring someone in your business. So it’s kind of like the flip of a client service agreement, you’re hiring someone to help you. If you were hiring a contractor or an employee in your business, just something to keep in mind, make sure you get this classification right.

[00:12:27] Jaime: I have a lot of blogs about this on both my websites for my law firm and contracts market. It’s really important that you classify a contractor correctly or an employee correctly. Just because you call somebody a contractor does not mean they are a contractor. CRA is Coming for you. So just before you do any hiring in your business, make sure you understand that classification website terms and privacy policies.

[00:12:51] Jaime: We’re definitely going to dive into this today. Not for too long, but just something to tweak your mind to. And then. One that [00:13:00] I wanted to highlight here, just to turn your mind to, we won’t dive into it too much today, are collaboration agreements, because this happens a lot with creatives, where, you know, you want to create a service, maybe it’s an online course or something with another service provider, you’re not exactly coming together as a partnership, like you’re not forming a full separate I’ll see you business together, but you’re bringing together your expertise for a project or something like that.

[00:13:27] Jaime: Those are the kind of things that should be documented. Nothing kills a business friendship faster than a bad collaboration. Been there, done that. So just something to keep in mind. So let’s dive in. So if you have a client contract, I want this section of the workshop to act as a high level checklist for your contract.

[00:13:51] Jaime: These are definitely things you want in your contract. Obviously, depending on the type of service that you provide to your clients, they’re [00:14:00] going to shift and change a little bit. But for all my templates, this is exactly, I’m pretty sure it’s the order, but of what is included in things. And then for my templates, you can customize these, customize these kind of like a choose your own adventure.

[00:14:14] Jaime: But These are the things you need, bare bones, in your contract. So let’s talk about deliverables, because this is usually why your client is hiring you, to create something and provide it to them for a fee. Now, It’s really easy for us as, or you as creatives, I will not for a moment say I’m a creative entrepreneur, but to say like, hey, I know in my head what I’m creating for you, but your client probably has a whole other idea of what they are hiring you to do.

[00:14:50] Jaime: For instance, if you are a graphic designer You’re, I probably think I’m hiring you for like a logo and a Fabicon and a few other things, but for [00:15:00] you, you know, like there’s more to graphic design and brand design than just those two things. So being really clear about what exactly you are providing.

[00:15:10] Jaime: What you are not providing is a really good one. For instance, coming back to that graphic designer example, often you provide three ideas. For instance, maybe you come up with three different logos and your client gets to choose one. Well, once they choose one, those other two logos, they’re not getting them.

[00:15:33] Jaime: They’re not paying for them. But often I’ve heard that people think that they’re getting all three. And they don’t understand that once they choose the other two, go back into the pool and you might use it for another client. So being really clear, like, hey, you only get the final one that you chose, do they get a raw file with that?

[00:15:53] Jaime: Can they make any changes to it afterwards? We’ll get, we’ll dive into that. But getting really, really clear on exactly [00:16:00] what you are providing to your client in exchange for the fee. My opinion on this is it should be so clear that it should be acting as a checklist, such that when the project is done, you can say, Hey, I delivered this, I delivered this, I delivered this to you, and now we’re done.

[00:16:18] Jaime: Because the more specific you get about what you are and are not including, the more you can avoid scope creep. Which I think is like You can correct me if I’m wrong, but potentially one of the biggest reasons why you start resenting your clients in your business, because you feel like you are always giving more than what you’re getting paid for.

[00:16:38] Jaime: So the only way you can avoid scope creep is being very clear on your deliverables. And that includes how many revisions they get to make, how many times they get access to you, how many times they get to hop on a quick call. And like go over the brand font again or changing the color scheme or whatever it is, [00:17:00] get really specific about what is included in your fee because then my favorite clause of all time plays and helps you push back on your client in these situations and that’s the additional services clause.

[00:17:14] Jaime: So, in all my service agreements, I recommend having an additional services fee, which does two things, or additional services clause, which does two things. Number one, it’s a really nice way to list the other things your client could hire you to do for more money. So, hey. I don’t know, like, if you’re doing a website or something like that, like, another page, like, hey, as featured on banner or something on a website that they didn’t think about, wasn’t included in the first round of services.

[00:17:47] Jaime: But it’s just an add on down the road. So not only are you marketing to your hottest client, which is someone who’s really happy with the work that you’ve already done and might not have even known that you provide social media templates [00:18:00] or something like that as part of an add on service, but it also gives you a really nice way of saying, hey, This was actually listed as an additional service, and it’s not included in the original deliverables, but you can add it on for a fee.

[00:18:14] Jaime: It gives you that, that response right away, because it’s already in your, your client contract. And some people push back on this with me, but I often say, like, even if you do flat fee project based services, throw in an hourly rate. Like, maybe your hourly rate’s 1. 75 or 1. 20, whatever it is. Say then, you know, there’s a baseline from which you can start negotiating these things from so like, hey, I just need one more round of revisions because my, my dream, my vision has changed a little bit.

[00:18:47] Jaime: Okay. No problem. Another hour, my time as in the contracts 175, you happy with that? I’ll just add it to your invoice. Then you’re not like surprising them with an additional fee. It’s already [00:19:00] baked in there. You might not ever even rely on it because. They might come back to you and say, Hey, I need this.

[00:19:05] Jaime: And you’re like, yep, no problem. It’s going to be again, another flat fee amount, but you just have that hourly rate in there as an additional services hourly rate so that you’re not surprising your client. So I love that, that clause. It’s one I don’t usually find in like generic templates, but I think it really gives you the opportunity to market to your hot client who loves your work already and really protects your time.

[00:19:34] Jaime: So, cancellation rescheduling. This often happens, especially right now, we’re going into like a bit of an Well, a bit. Crazy economic times, let’s call it. Cancellation rescheduling, often the marketing budget or the budget for these kind of things is cut first. So, what happens to any retainer that’s collected?

[00:19:54] Jaime: I’m a big fan of if people are hiring you and blocking off time in your calendar for a [00:20:00] project, their retainer is non refundable. You have probably turned down clients if you have taken on a project and blocked off time in your calendar. So, if you are booking say six months in advance, or even three months in advance, I’m a big fan of collecting a retainer up front and having a drip timeline in terms of what’s refundable or not.

[00:20:23] Jaime: Judges don’t like to see, we see this in the wedding industry a lot. You know, 60 percent retainer three years in advance for a wedding photographer. Judges don’t like to hold up those kind of clauses. What they like to say is, hey, you booked a year out. Okay, we collected 50 percent a year up. If you cancel six months ahead of time, maybe we keep 30 percent and refund you 20%, but the closer we get to the date, the more retainer we hold.

[00:20:51] Jaime: So that obviously changes based on your business, but if you’re booking like a month ahead, I say select that [00:21:00] retainer and it’s non refundable because the odds of you booking another client within three weeks or two weeks of their start date It’s probably less likely and I think a judge would be more willing to say, you know what, you booked their time in their calendar they held a spot for you, you cancelled, so you lose your retainer.

[00:21:16] Jaime: I’m a big fan, and it’s in a lot of my templates, depending on what the industry is, but hold periods, so often we find out, you know, client wants to put a project on hold. There could be a really legitimate reason for that. Clients aren’t always just being jerks. There’s actually reasons why these things happen, but you can, if it’s based on a timeline project, you can say, yeah, I can put your project on hold.

[00:21:43] Jaime: There’s a 500 hold fee or 250 hold, whatever feels good for you, and I can pick this project up in the next three to six months. Again, timeline based on you, but there is a fee for that, because once you get rolling into a project, it, it’s mental load, [00:22:00] it’s juggling your calendar, there’s admin things, like, I do think a, a fee for holding a project, putting a project on hold is warranted, so something to think about, and then cancellations, just making sure there’s a notice period or maybe you’re on retainer, and just, if somebody want, has hired you to do their social media marketing or something like that. They want to terminate the contract. What is the notice period for that? You know, two weeks to a month is usually really reasonable.

[00:22:31] Jaime: You have to remember you’re being hired as a contractor, so just making sure you get enough notice. And I’m, I’m a big fan of like making these things mutually the same amount of notice period. You know, I respect you, I’ll give you two weeks notice. You respect me, you’ll give me two weeks notice. But again, that, that really depends on your industry.

[00:22:49] Jaime: So a big one that I see miss in agreements is timeline and communication. And this is when projects start to get dragged [00:23:00] out. So I’m a big fan of milestones and making sure that you’re real, you’re really hitting realistic milestones in your business. But one thing that often gets missed is like, yeah, you put a timeline that you’re going to get that website done or a timeline when you’re going to get revisions back for.

[00:23:18] Jaime: Or, you know, you took their photos and you’re gonna get them. Files back. But what happens if you’re waiting around and you can’t start your work until you get deliverables from your client? We see this in the website space a lot where we’re waiting on a copywriter because the copy hasn’t been provided.

[00:23:35] Jaime: And then all of a sudden, you get the copy on the 23rd hour and you’re expected to deliver on the 24th and now you can’t. Do your work properly, just make sure that you have really clear timelines for you and timelines for your client, especially if your work is dependent on your, on your client or another contractor providing something to you.

[00:23:55] Jaime: So getting really clear and this is where really good client [00:24:00] communication comes into play. Something that just is gets better as we work the muscle. Okay, so fees. People usually get this pretty right. So, making sure that you set out your fees adding the additional services fee, if it applies, is a really good option.

[00:24:18] Jaime: We talked about that already. Making sure that you’re set up properly for taxes, that you understand What taxes you should be charging to who, this is very dependent on your jurisdiction. I just ran into a really fun tax issue in the contract market, so, guilty. So just make sure that you’re working with an accountant who understands and can advise you properly on what kind of taxes you should be collecting.

[00:24:42] Jaime: Again, if you’re collecting a retainer, which is the same as the deposit, but we are seeing judges prefer to hear the word retainer being used in contracts if it’s not, if it’s non refundable, because how the [00:25:00] word deposit is getting interpreted is it’s a deposit towards work completed. And so if you are.

[00:25:09] Jaime: Canceling if they cancel the contract, then the deposit, there’s no work completed. So we’re really seeing a shift towards using the word retainer because you’re retaining me, you’re holding space in my calendar. That’s just something it’s probably not going to make or break you, but it’s just something to know how the evolution of these words are being interpreted.

[00:25:28] Jaime: I think it’s a really good idea to let your clients know. and in your contract how you accept payment. For example, in my law firm, I used to not collect visas because, you know, when I was just starting out, I didn’t want to collect visa and deal with that. Now, everything’s so much easier, but at the time, it was hard.

[00:25:45] Jaime: And I had a lot of clients who were pretty pissed off at me that I didn’t accept visa. So, just let your clients know how you are collecting payments so they can make sure that they can pay you. When is it due? Often, [00:26:00] I really recommend as a creative, unless your client really objects and you’re okay with it, is like not delivering finals, final works until you are paid in full because it is really hard to squeeze blood from a stone if your client doesn’t want to pay you.

[00:26:16] Jaime: So, you know, say, hey, happy to send over those final files once payment is delivered in full. Now, when you’re working for bigger companies, this can be a harder payment term to negotiate, but like, I hate seeing net 60, net 90, like, like trying to manage your cash flow that way can be tough, especially if you’re just starting out.

[00:26:39] Jaime: Sometimes these things are just what they are, so you need to live, learn to live with that, but I’d probably be managing my client load a little differently if I had, you know, three clients who were in that 90. I’d be trying to probably take on a few other projects to get paid sooner than that. I actually just did a workshop with an influencer brand management agency the other day and [00:27:00] they’re like big companies are just like net 90 and it takes that long to onboard.

[00:27:04] Jaime: So that might be a question and I’ve seen it with my clients that like, hey, make sure that you get your payment information to them ASAP so that they can get you into the system because it could be net 90 because their advantage is just that slow. So don’t dilly daddle. If you see payment terms like that.

[00:27:22] Jaime: And then the last one I kind of alluded to earlier was like, do you charge late fees or in interest on your invoices? Now this can be a big pain in the butt to actually calculate the reason why I often recommend it. Maybe not so much with your smaller clients, but with your bigger clients, like if you have like a 25, 000 project or more, where if that client doesn’t pay you, then You don’t have an interest like interest penalty for that.

[00:27:53] Jaime: If it ever goes to court, you can’t retroactively charge interest. So if it takes you five years to get paid, [00:28:00] you know, that interest that 5 percent could be substantial. So you don’t get to retroactively charge interest. So if you leave it out of your contract, just know you don’t ever get it. It’s not a big deal to a lot of people, but it’s just something to know.

[00:28:16] Jaime: Okay. Okay, this is a big one for creatives, and it warrants a full different workshop, but we’re gonna dive into it right now. Copyright ownership. Your client absolutely assumes a thousand percent of the time that they will own what you give them. Because they paid for it. In Canada, that is actually not how it works.

[00:28:37] Jaime: We do not have what the U. S. calls a work for hire regime, which automatically transfers copyright ownership to the person who paid for it. In Canada, you have to assign copyright in writing, which means in your client contracts, you have to be very, very clear what the expectation is and write it out. [00:29:00] So, Often, people who are hiring people for branding or website design, the expectation is that they own their logo at the end of the day.

[00:29:09] Jaime: The expectation is they get to trademark their logo at the end of the day. So a full assignment of copyright ownership is very likely warranted in those situations. Full assignment is one way of dealing with copyright ownership, granting a license to use that work, and retaining ownership is another way of dealing with ownership of deliverables, of the unique works that you’ve created.

[00:29:37] Jaime: So where I see a grant of license being more applicable, for instance, is in the wedding photographer space, for instance. A lot of wedding photographers will grant a license To use images created during a wedding for personal use only. Which means that the wedding photographer retains ownership [00:30:00] in the images and they can do with it what they like.

[00:30:04] Jaime: It just restricts people who are just buying wedding photos for personal use from going to like weddingbells. com or The Knot or whatever and like selling the license to their photos and then cutting the photographer out. This is often just, it’s just an example of why wedding photographers often only grant a license for personal use for wedding photos.

[00:30:23] Jaime: There’s a really big gray area around branding photography. There was actually a, a case in Vancouver that I was working on. I call it a case. It was just me and my client, but She actually never got a license to use the branding photograph photos that she paid to use for her marketing for commercial purposes.

[00:30:44] Jaime: And it was just like, well, you’re getting hired to take photos of me to use for my ads and my website and all these things, but she never got a commercial license. She didn’t want to sell them, she but she wanted to make Money by using her branding photos. So there was a big kafa [00:31:00] about that and it actually boiled down to the photographer had no idea what the license even meant.

[00:31:04] Jaime: So that just means like make sure you understand your contracts. So, there is a whole bunch of information, I’ve got some blogs about copyright ownership, I’m, oh, my DMs are open, if you have questions about this, like, feel free to reach out. But what I want you to take away is, like, understand how copyright needs to be owned.

[00:31:25] Jaime: And what the expectation is on both sides when you’re dealing with clients. Now, disclaimers on liability this is like less of an issue. In the creative space, there’s obviously not a risk of like death and illness. But if there’s like some kind of risk of using you or your works, like photographers like out and about taking photos in the streets or something like that, like, good idea to have like a liability clause in there.

[00:31:51] Jaime: But disclaimers and things like that also include, like, approval of works. Like, a good disclaimer is, Hey, we are providing [00:32:00] you with this, but it’s your job to actually review the copy for any errors, errors, or claims that aren’t true, because we’re just working on what you gave us. So making sure that you have disclaimers that are appropriate to the services you’re providing.

[00:32:17] Jaime: Whether you provide any guarantees or not. Again, this isn’t super applicable to creatives, but if you’re in like the SEO website space or website designers, a big one is like accessibility right now. Do you provide accessibility services or not? Like, do you make sure that your website is accessible to people with different abilities?

[00:32:38] Jaime: Letting people know that you don’t provide accessibility services is probably really important and that you provide no guarantee that the website’s accessible. Something to think about. And then, other legal terms that would classify in my brain and probably yours as the legalese, but are really important to include.

[00:32:56] Jaime: So, Governing Laws clause. What laws [00:33:00] govern the contract? If you’re working with someone in California, you want to make sure that the laws of British and your base in BC, you want to make sure the laws of British Columbia govern your agreement. So if there’s dispute, you know what laws interpret it. So just being really clear, I just did an Instagram Reel about this, but like, the fastest way I can tell you copied a contract from someone else, or your privacy policy or website terms, is that the laws of California govern.

[00:33:25] Jaime: Like, if you’re not in California, the laws of your province or your state should be governing. There’s some Asterix next to that, but we’ll get into that in the next clause. But just being really clear that, like, your province governs the laws of your province govern where if the contract gets interpreted.

[00:33:42] Jaime: Dispute resolution how are you dealing with disputes? I’m a big fan of a clause that we’re gonna, that says, we’re gonna have healthy conversation and negotiation, but if that doesn’t work, we’re gonna move on to either mediation or arbitration. In BC, a lot of people don’t know this, there is [00:34:00] a virtual mediation forum that I think is up to five or eight thousand dollars, so that’s a really excellent way of keeping your costs down.

[00:34:09] Jaime: There’s like a hundred dollar initiation fee or something nominal. Nominal. But it’s a really good way. It’s all virtual. They assign you a mediator. You can get a judgment. So if your contract is under 5, 000 or you’re willing just to keep your damages like you’re asked under the amount for virtual mediation, it’s a great option.

[00:34:27] Jaime: There’s a bunch of other like legalese clause. If you see them in contracts, read them. The fine print does govern, you are bound by it, but they are important if your, if your contract ever gets interpreted by a judge. And then this is, this contracts two and three out of the three contracts that freelancers need to have for their creative businesses.

[00:34:49] Jaime: And say it with me now, if I have a website, I must have a privacy policy. That is a legal requirement. So you have a duty now. [00:35:00] Everywhere in the world, basically, that you need to tell people how you’re collecting their data, why you’re collecting their data, what you do with the data, where the data is stored, all these things.

[00:35:13] Jaime: Every time you hit, I accept to Terms of Use and Privacy Policy, you are signing an agreement with the host of that website. Now, this is, like, absolutely, literally the most boring document you will ever read in your life. It took me months to drop my privacy policy templates, because they’re honestly that boring.

[00:35:30] Jaime: But you need them. And I don’t just say that because I sell them. I say that because there’s troll lawyers in the U. S. right now who are using AI bots to scour websites that don’t have privacy policies, signing up and downloading freebies, and then slapping them with a lawsuit saying you violated my privacy.

[00:35:51] Jaime: So, you know what happens? Then you get a lawyer’s letter saying, we’ll have this all go away if you just send my client 500. [00:36:00] Lawyer gets half, client gets half, and it’s the scam that’s working like a, like a, a miracle. So, just Low hanging fruit, use a privacy policy and make sure wherever you’re getting it that you customize it to actually reflect the software that you’re using.

[00:36:18] Jaime: And why you’re collecting data. And make sure that it is hyperlinked a few different places around your website. Make sure you’re using a click wrap acceptance on websites that say, I accept, when you land on the website, the cookie policy and the privacy policy. These are all things that will protect your website.

[00:36:38] Jaime: I know they suck from a design perspective, they’re awful, I get it, but they’re legally necessary. And then make sure that if you sell anything on your website, before they hit checkout, they accept your terms of use and your privacy policy. That is just like, you need to have that now. So I’ve got some blogs about privacy policies.

[00:36:59] Jaime: They’re just as [00:37:00] boring to read as the privacy policies themselves, but it just gives you a high level overview of like, how to make sure that you are protected. And then with the privacy policies. The website terms of use are how is your every time you click terms of use with a website, you’re agreeing and signing a contract with the user or the owner of that website.

[00:37:24] Jaime: So if you’re selling anything on your website, or you have content or freebie or resources or anything like that, your website term should set out, you know, basic like. Refund policies. How people can and can’t use your content. It should say you have a license to use it for your personal use only, and anything else is copyright infringement.

[00:37:47] Jaime: At least that’s something that you can, you know, fight a copycat with down the road if they steal your work. What else should be in there? Your chargebacks policy. Chargebacks are literally the worst. You don’t want [00:38:00] them. But having website terms of use that says has a chargebacks policy. Is at least something that you can provide to fight a charge back.

[00:38:10] Jaime: If you ever have that happen to you. I can get into charge backs in the Q and a if anybody has questions about that. They’re the worst. Yeah, just basic terms. You can check out, like, my website terms of use on Contracts Market or any, any website terms of use. You’ve probably read them before checkout, before being like, what’s the refund policy?

[00:38:30] Jaime: Do I pay for returns? Like, all those kind of things. But just something that makes sure that your, your website is at least a little bit protected and your payments returns, payment policies, all that kind of stuff are set out in it. So just something that those are kind of the top three that will give you a baseline of protection in your business.

[00:38:50] Jaime: Client service agreement, make sure that is dialed. That is your money maker. That is the thing that governs your day to day relationships with your clients. And then making sure your [00:39:00] website terms are protected. And even if you’re not collecting emails, even if you don’t think you’re collecting information from your users, if you have a website, you are.

[00:39:10] Jaime: Because the moment someone lands on your website they get cookies and tracking codes and all the little fun web things in the background that I don’t know anything about, but data is being collected, so just something to understand. So on that note, I’m going to hand it over because I know we’ve consolidated a few questions and I’m hoping that that will spark a few more maybe.

[00:39:37] Ami: Awesome, thank you so much. Jamie why don’t we Add Jamie’s contact information to the chat. I’m going to take over share here. Yeah, green here. And that way we can get into Q and a actually, can you just turn off here? Actually, I’ll here.

[00:39:56] Jaime: I can get

[00:39:58] Ami: here. [00:40:00] All right. Cool. So the way we’re gonna work this as as Jamie said, we’ve consolidated down all of your questions into some some kind of master questions or some some questions in the chat that have appeared as well.

[00:40:10] Ami: We’ll try to address those as well. So to kick things off here. Let’s get into it. One of the challenges that creators have is the variety of clients and types of projects. It gets kind of it’s, it’s what makes it fun, but also quite messy from a, from a legal perspective. And a lot of the questions I saw were around how to make adaptable contracts without missing crucial elements.

[00:40:32] Jaime: Yeah, totally. So one of the things I recommend for people if they have a lawyer draft them a contract template or they buy a template from somewhere is when you first get that contract, think about the buckets of projects that you have and just create a base template for each of those buckets because it’s very likely that it’s mostly the services.

[00:40:54] Jaime: That are changing. It’s not so much or maybe the deliverable timeline, but a lot of the other stuff [00:41:00] is going to stay pretty static. So if this sounds like you, you have a couple options. The first is if pretty much everything but the services and deliverables. It stays the same. Maybe your fee changes or there’s two milestones for payment or something like that.

[00:41:17] Jaime: Instead of having the services section in your actual contract, you can say as per Schedule A. And then you can just reattach your proposal as Schedule A or the list of services so that really you’re just going in. And switching the schedule that is attached to your contract, if that makes sense. Or if, if it’s really, you’ve got these buckets of services, like one’s consulting, there’s no deliverables.

[00:41:41] Jaime: One is a project where you’re doing deliverables. Make two separate contract templates out of the primary one that you’ve bought or hired someone to make for you. And then really tailor it down so you still might have to make changes. For every client, but the [00:42:00] changes will be a bit more tailored for bucket of service.

[00:42:04] Ami: Awesome. That makes sense. That totally makes sense. I saw a question from Elmira that I think we should address right away. Oh gosh. What platform do you recommend for contracts? I’m going to guess as to what it is, but maybe, maybe we just need to talk about that really briefly. Jamie, why don’t you tell the answer to that question?

[00:42:22] Ami: What’s

[00:42:22] Jaime: the question?

[00:42:23] Ami: What online platform do you recommend for contracts?

[00:42:25] Jaime: Well, I sell them. That’s my business. So the contract market I’m gonna plug that. So, I’m a Canadian business lawyer based in BC, but if you are in the U. S. by chance, I’ve hired a U. S. law firm to review them as well. So it’s a good starting point.

[00:42:43] Jaime: Okay,

[00:42:44] Ami: cool. That’s the next question. So when you’re working with small business, it’s quite easy usually to kind of slide your own contract over the table. Larger companies can insist on using their own contract. What do you do in that case?

[00:42:59] Jaime: Yeah, [00:43:00] this happens a lot. And I say first, take your own contract and Use it as a reference point to see, like, try to match up the clauses, they’re not going to match up exactly, but make sure, like, the general, you have a general idea of what the, the major, major points of that contract, are they reflective of the one that you would send them.

[00:43:23] Jaime: Second, if there are things you don’t understand, or you’re not quite sure you think you understand, ChatGPT is actually pretty good at interpreting contracts, so I would plug it into there. But then, if you don’t, if you still need some help, get a lawyer involved. You know, like, a lawyer, an hourly rate for a lawyer, we can probably have a look at your contract and help you negotiate it for, like, an hour or two of time.

[00:43:48] Jaime: And just make sure that you’re in line. With you understand what you’re getting and what you’re agreeing to Because I think this happens a lot where people get really excited because a big brand wants [00:44:00] to work with them Then they get bulldozed with the client contract And then they’re like, oh shoot. I didn’t know that I actually gave up Full ownership and all my deliverables when you wouldn’t have done that in the first place, or, or something along those lines.

[00:44:13] Jaime: But just making sure that you’re reading these things, like if you sign it, you are governed by it. I get that question a lot, like, hey, I don’t like, I signed this contract, but is this enforceable? Mostly it is if you signed it. So even if it sounds super illegal, like it’s going to cost you a lot of money to fight it.

[00:44:31] Jaime: And if it’s a big brand, they’ve got deeper pockets. So, yeah, make sure you understand what you’re signing.

[00:44:37] Ami: What if you’re, say, based in BC and the client is in, in some other state in the U. S. or wherever else, like, who governs location? Because there’s usually an element of, like, where the contract is enforced.

[00:44:49] Ami: Yeah, so if

[00:44:50] Jaime: it’s a big brand telling you that you need to sign their contract, there is no way, I don’t think, they’re ever going to agree to switch and have the laws of your [00:45:00] province govern. It comes down to leverage. Do you just have to be comfortable knowing that if, if push comes to shove, then you might be governed by those laws.

[00:45:10] Jaime: And that means that you have to start an action in that state or the different province. So if it’s your own contract, I always start with my own laws. I definitely have clients who are like, my client is, I really want to land this deal, but they, you know, laws of Ontario govern. I’m like, well, if you can live with it, you know.

[00:45:31] Jaime: It’s always a cost, like a cost benefit, risk analysis that you’re taking on these things.

[00:45:37] Ami: Okay. Fair. When a client eventually breaches, ’cause it eventually happens to all of us or, or, or worse comes to worse, is refusing to pay. The question was around like, what to do then. And I think if I’m reading between the lines, it’s like, how do I hold somebody accountable in a professional manner without just like going all out like like a, like a bulldog or without getting run over.

[00:45:59] Jaime: [00:46:00] Yeah, it’s really interesting when people reach out to me as to represent them as a lawyer in a conflict, like a contract dispute. This is what this happens. My first question is usually, well, like, when did you show them that this was a problem, you know? And I think that we have to get better as business owners to Keep people on track and remind people of the contracts that they signed.

[00:46:21] Jaime: And there’s gentle ways of doing that, you know. I have, for instance, if someone hasn’t paid me, like, I don’t start working on the next milestone until I’m paid. Like, I’m always very surprised, but I shouldn’t be because a lot of us are people pleasers in the service based industries that, like, Someone tells me that they need something done and turn around really quickly, but it comes time to pay and They don’t pay me And but I keep delivering because I want to do a good job, and I know they have a deadline Well mama’s got to eat too, so I just I’m a big fan of like milestone deliverables So pay me before I start working on the next [00:47:00] being on it with client communication.

[00:47:02] Jaime: Do not let things get too far down the road because it’s really hard to enforce your contract when When you haven’t been enforcing it the whole way. So if someone just keeps breaching term after term, and this just comes down to like, even when we’re talking about that clause, like timeline for deliverables, like if a client was supposed to get you something Thursday and it’s Monday after the time was due, like get on them about it.

[00:47:28] Jaime: Like say, Hey, I can’t do my work because of this. Where is it kind of thing and be the squeaky wheel because this is already turning into a red flag It’s not likely a client you’re gonna want to work with again. So just being Firm but friendly I think has a way of have a way of going about it And then honestly a lawyer’s letter can go a long way if someone hasn’t paid you The amount of times that people are like I want to take them all the way I’m like, let’s just start with a letter You know, this was due, you haven’t paid, you know, [00:48:00] govern yourself accordingly is a nice line we like to use.

[00:48:03] Jaime: But, yeah, ask first though. Like, I’m always surprised by how many people haven’t actually asked their client to be paid yet, and they just send the invoice and it ends up in the ether, and then they come to me and say, well, they haven’t paid me yet. I’m like, well, when’s the last time? Show me your emails requesting, because when I send the letter, I want to say my client asked on.

[00:48:24] Jaime: February 2nd, then again on February 7th, and then February 10th, and now we’re taking legal action. Like, you want to have a paper trail of all the times you asked for payment, or asked for deliverables, or, you know, you need to have some evidence, justification.

[00:48:41] Ami: Yeah, that’s great. And it addresses one of the questions we had around the, the all too common issue of like waiting around for feedback and deliverables, it’s just coming down to like having, having the confidence to speak up, having

[00:48:53] Jaime: a schedule for feedback, like that’s actually an obligation.

[00:48:57] Jaime: That’s one of the things I have in my templates is like [00:49:00] milestone for delivery, deliverable final sign off and approval, because that is where resentment creeps in is like, Hey, I sent this. Three weeks later, I’m getting approval, but now I’m on to the next project and the momentum is lost. So just say it’s always three business days you have to turn around approval.

[00:49:18] Jaime: If not, it’s it’s considered approved.

[00:49:21] Ami: This is an interesting one. How do I address issues that are not in my agreement once they happen? Like, you know, we’re all doing our best. We’re trying to include all As we need, but stuff happens and as an example of, you know, we didn’t have terms around scope creep.

[00:49:35] Ami: It wasn’t addressed in the contract, but it’s happening. What are the like guiding principles, obviously updating your contract for the next time, but like for that situation, I

[00:49:44] Jaime: think a conversation goes a long way in writing like an email to say, Hey, this is, this wasn’t included. Like, I don’t have an additional services fee, but like, Hey, we talked about this.

[00:49:53] Jaime: This wasn’t included in the contract if you want. To I can do it for this that can go a long way if it’s like scope [00:50:00] creep. And then again, sometimes these things just turn into a annoying, expensive learning lessons and we are all learning them along the way.

[00:50:09] Ami: Yup. Comes with the territory. This is something you did touch on a little bit.

[00:50:13] Ami: This is a recurring issue in the creative field, especially because people are posting on their social media accounts and then stuff gets ripped off. Knowing that it’s a deeper conversation around licensing, but how, how can we as creatives make sure that our stuff isn’t being, um, totally taken and we’re being taken advantage of by randos on the internet?

[00:50:35] Jaime: My favorite question. You can’t.

[00:50:37] Ami: If

[00:50:38] Jaime: you’re putting stuff on the internet, it’s going to be stolen. Like, you just have to know that. I have a blog post about, it’s, it’s, there is there is a mechanism you can deal with this stuff. It’s called a DMCA takedown letter or a notice and notice takedown letter, which actually bypasses the person who’s stolen from you and you can actually send [00:51:00] a letter in a certain format to the host of a website.

[00:51:04] Jaime: So if you find, like, your graphic or your, you know, You know, you created a cute graphic and somebody’s selling it on dropshipping store on for t shirts. You can actually send a DMCA takedown notice. There’s some research you need to do and actually bypass the, the user, the stealer, the thief, and send it right to their website host.

[00:51:26] Jaime: I created a whole bundle around this. It’s called the copyright enforcement bundle on my website. And it gives you all the templates and the step by step process to follow Reaching out to the creator That didn’t work do this that didn’t work. Okay website takedown notice So just depending on the severity of it You can kind of choose your own adventure as to how you want to deal with it That being said I am a digital product creator And people steal my shit all the time so it’s just something you have to Honestly, like [00:52:00] decide to pick what battle, you know, I just had somebody reach out to me and let them know that they noticed that they stole their full contract and like all their website terms and posted on their website and didn’t even bother changing their company name.

[00:52:13] Jaime: That’s how they found out. And I was like, you know, I could probably send her an invoice, but it’s not a fight I want to have, because it’s in my terms, if I find out you stole, I’ll send you an invoice. And You just kind of have to pick your battles, unfortunately, and one of the things that I’ve really learned being in the online space now and working for content creators in the online space is like, your community will let you know if someone has stolen your stuff, because often when people are buying from you, they have a problem they’re looking to solve, and they’re probably going to buy the same solution from one of your competitors, it’s just how it rolls, Transcribed by https: otter.

[00:52:50] Jaime: ai And that’s three of the big copyright infringement cases that I’ve had come to my office was actually somebody bought the same product from a [00:53:00] different competitor creative and that, and then they got it and we’re like comparing it. We’re like, this is apples and apples. So they reached out to my clients and they’re like, and then we had, that’s how we found out because there’s no internet police out there policing these things.

[00:53:13] Jaime: I mean, I know there’s software you can buy. That’s like, if you’re a photographer and someone repost your image. It’s quite expensive and you know, again, it comes down to like, what, where do you want to spend your energy? But yeah, I hate that question because I really wish I had like, this is all you need to do, but it just doesn’t work that way.

[00:53:32] Ami: Yeah, fair enough. Awesome. We have some other questions. We don’t have time for guys. As Jamie said, her DMs are open. We put her contact information in the chat for this very reason. I suggest you take her up on the offer. Shoot, shoot your follow up questions over there. We’re gonna, we’re gonna move to wrap up.

[00:53:47] Ami: I see we’re at one o’clock. I want to make sure. I don’t take up too much of your time here. So first of all, I want to thank you, Jamie. That was amazing. You definitely delivered on the fact that it was a crash course. It was a lot to digest. Do not feel

[00:53:59] Jaime: [00:54:00] overwhelmed. Just like little red flags will pop up if these things come up for you.

[00:54:04] Jaime: So

[00:54:05] Ami: I feel like for me, like one of the interesting things is like, we feel nervous and sometimes it’s because we’re scared of legalese and all that, but sometimes it’s a, it’s a signal that like, there is an A change I need to make to this contract. Like I’m about to get taken advantage of and I hope it doesn’t happen.

[00:54:19] Ami: So like, I think there was some elements of that that really came through in your talk of just like, Hey, like, yeah, you don’t, you’re not a lawyer, but use your common sense on these issues and In there. So I think that was heartening. So please drop an emoji, say thank you in the chat. I I’m always so honored when people say yes to speak to you guys, because she’s, she’s giving her time very generously and her expertise very generously.

[00:54:43] Ami: Thank you so much, Jamie.