Dear Danielle:

I purchased the web design forms set about a year and a half ago (maybe longer). I have a potential client who read through them and called me (very defensively) and said there was nothing in the contract to protect him, that it was one-sided and there was nothing in there if I didn’t deliver on the project. I have only had one other person reluctant to sign a contract and she turned out to be a very high-maintenance client. Do you have any advice about how to deal with this sort of situation? He wanted to go through the contract and send me his suggested revisions. I am subcontracting for him. He had the client and I am the web designer. I have already spent about six hours doing comps. Can you help with some advice? Are there contracts out there that would protect the client or is the fact if I didn’t deliver, I wouldn’t get paid enough protection for him? —Pamela C.

Hi, Pamela, and thanks for the question. Let me see if I can help you think this through. 🙂

My first bit of advice would be to never begin working without a contract and being paid, at least partially, upfront. Stop with the comps and do not continue further until the contract issues are ironed out and you decide whether or not to even proceed further with this client. If you do proceed, my advice is always to get a deposit toward the full payment before any, any work begins. It’s just good business (particularly with a client who is already demonstrating certain tendencies, shall we say, lol).

It’s never in your best interest as a business owner to work without a signed contract in place. Business is business only when there is a fair and equitable exchange of benefits and interests. Essentially, the client pays for work to be conducted or executed on his or her behalf in exchange for a fee that you determine will fairly compensate you for the value of your time, skill, knowledge and expertise. If everyone were mindreaders and always remembered exactly what they promised to do, we could simply do business on a handshake and a promise and we wouldn’t need contracts.

But that’s not reality. And it can be argued that it’s you as the service provider who has the greater burden of risk and liability in this exchange. This is why we use contracts in business: to formalize in writing all the expectations and terms of the relationship so that everyone knows (and remembers) what their obligations and considerations to each other are, as well as their rights and recourse. It just helps keep everyone honest and on the same page. In case anyone’s memory fails them, a written agreement is there to remind and legally uphold those promises and understandings made to each other. In a worst case scenario, a written agreement is easier to legally enforce than an oral agreement.

The scenario you describe, however, generally boils down to one of ideal and unideal clients. There is nothing unusual or slanted any more in your favor with our contracts than any other typical contract of this nature. What is happening is that this client is expecting you to draw up a contract for him and his business and it’s simply not your job to do that.

What you have to decide is whether this is someone you want to deal with or not. Is this client one who may end up being another PIA, high-maintenance client? You both have the same legal recourses as everyone does who breaches a contract, which is the right to seek legal remedy through the courts. What more does he want? The blood of your first-born?

I’m being silly, but there are actually clients out there who are that unreasonable in their expectations. They would want you to guarantee that the sun won’t set for the next 60 days if they could get you to agree to that. And you are entitled to be paid for work you were engaged to do whether they end up liking the site or not. But that’s a whole other blog post.

So the first step is to have a conversation with the client in order to better understand the concerns and find out what he would like changed or added to the contract. It doesn’t hurt to listen and find out more. From there, you can decide whether what he is proposing is reasonable or unreasonable for you in your business.

Maybe you find that there is room for some additional considerations or compromises. Heck, just having the conversation might allay his concerns.

(A word of caution, though… since you aren’t an attorney, you might be changing things that negate a whole host of other important legal protections in your contract so never accept changes willy-nilly. Always consult with an attorney to make sure you don’t invalidate your contract in any way).

On the other hand, you might simply decide it’s not worth the angst, that the client has trust issues beyond what you can help with, and “my contract is my contract.” Obviously, you would put it more tactfully to the client, but you get my drift. You do not have to work with anyone you don’t want to, particularly if they can’t agree to your terms. YOU get to decide what is reasonable and right for your business and not accept any clients who ask for things beyond those boundaries and standards.

Now, being a subcontractor just complicates the whole mess. Back when I still had a web design division in my business, I did the same kind of thing for one of my clients. He had a web design business and I was the one designing the sites as a subcontractor. We both had to sign each other’s agreements.

It sounds as though your client hasn’t bothered to come up with his own contract. But that’s not your job to do for him. He need to consult his own attorney. But yes, it is definitely more of a problem scenario because you both need to have terms that are working seamlessly and aren’t in conflict with each other. Because, in a worst case scenario, if his client who gets the site decides to sue him, he’s the one stuck holding the bag. It’s just a whole big can of worms.

It goes without saying that the goal is to do good work and have happy clients. We all want clients to love what we’ve done for them. It’s just our natural inclination. A client has to be pretty egregiously unhappy before they go to the trouble of suing, so I’m just pointing out possibilities.  It’s really not an ideal situation, but if you want to be in it, you might want to find a polite way of letting him know that the onus is on him to talk with an attorney and come up with his own contract for you to sign.