Using your CSA to Protect your IP
Let's talk about the number one legal mistake that designers make not having a client service agreement signed by every single client that you work with this is the number one way that you open yourself up toe I p theft and misappropriation because your clients and don't understand what they're purchasing from you ok? So they say ok, I want to buy this what I want I need a new website okay? So I'm going to hire you you're going to do this new website for me so I'm gonna pay you whatever your fee is let's say your fees five thousand dollars to created a new website so I purchase ah, that service from you and you build a website for me and I've got a new web site up but I'm happy and then I say, well, you know what? I want to be able to make changes whenever I want and I wanna have you know your process files and you know you did like five different versions of the logo I want to use all of them so I get all of that in my five thousand dollars fee, right? Maybe not right? So that's where...
there's always an issue with all of my design clients I mean every single one of them have had this legal issue in one way or another and that's how they became clients in mine they came to me because they had a dispute with a client over either their process files, the various logos that they created they're, you know, special illustrations that they used in delivering the service, and so the client doesn't understand what they're purchasing, okay? And that is the big issue. Your client service agreement is there to make it super duper clear exactly what they're purchasing. Are they purchasing a license? Are they purchasing the copyright, which means they have complete ownership of everything related to that work? So you have options? You don't have to give them everything if you don't want to or you can. One thing I will say, if you are going to sell the entire copyright ownership, just make sure that you're charging more for that, right? Because that's more value that you're providing. So you want to understand, like the different ways to transfer intellect property, because that's, what you're in the business off as the designer, you're in the business of transferring intellectual property, that's what you're selling. So you really want to be specific about how you sell each piece of that I p and the different ways that that I p can be used because all of it is generating revenue? You're basically selling a profit center to the client, right? Because like I said, with intangible intellectual property it's something that you can sell over and over and over again so you're selling something to them that they can make money from in a variety of ways and so if you're going to do that, if you're going to give away your process files if you're going to give away the copyright ownership and let them create derivative works and basically do whatever they want with those designs and you no longer own them, you need to charge a lot more. Ok, so that's the number one issue that designers have in their businesses if you don't have a client service agreement first of all, you're definitely doing this wrong, okay? And then even if you do have a client service agreement but your intellectual property language in there is giving everything away or not, making it clear what the client is actually purchasing, you're also doing it wrong, ok, so we're going to show you how to actually do it right? Ok? And then one thing I want to make sure you understand is that a statement of work or a proposal is not a client service agreement. This is a big mistake that so many designers make it's just rampant, ok? And it creates a lot of confusion you know, if you have a statement of work where a client says, hey, I want to work with you and you create a statement of work um and that has sort of all the different pieces of the work that you're gonna do for them maybe it has what the delivery bols are it usually has an estimate of time and it also have what your fees are going to be that's sort of like a proposal rights either proposal on estimate a statement of work it's all sort of the same thing that's before this person becomes a client you're letting them know okay here's the work that I can do for you here's the timeline and here's what it's going to cost? All right so let's say you do that then the client says yes I'd love to work with you and then you tell them ok sign my statement of work and then send me the check for the deposit and we'll get started no, no, no, no, no, no, no, no no that's not going to work you cannot do that okay statement of work doesn't have all of the terms of the arrangement in there so that's not sufficient and you also don't want to be in a situation where you take your statement of work and you have your client service agreement and both of them are there because sometimes a statement of work has terms in it that completely conflict with what's in your client service agreement so that doesn't work either so when you do a statement of worker a proposal, you want to give it to the client, let them know, okay? This is the work that I can do for you when they say, yes, I'd like to work with you, here's, what you're going to do first of all, make sure there are no specific terms about the arrangement other than here's the work that's going to be done, here's the proposed timeline and here's the fees. So you're gonna have that in there, but no extra terms, okay, no contract terms whatsoever in your statement of work or in your proposal, and then what you're going to do is when you have your client service agreement, you're going to just put some simple language in there that the statement of work is incorporated by reference, okay, but you're also going to have some other clauses in there, which is the entire agreement clause, which we'll get to in a moment I'll show you what that looks like with that clause is letting people know that what's in this client service agreement is what matters that's, what trumps everything. So even if we've had email conversations that say something different than what's in the contract, or even if there is a statement of work that says something different than what's in the contract, no matter what you want to make sure that your client service agreement rules. Okay. So no matter what else has been said, what other discussions have been had? Whether it's in writing or not nothing trump's the client service agreement. Right. So if you want to change the client service agreement at some point cause that happens, right? You're going through a project, and then the scope changes. They want to do more. They want you'd add all these extra things. And if that happens, fine. Then you can add an addendum at the additional work they want you to do. Put in your additional fees, the additional timeline, and both already sign it. And that's how you incorporate changes. Okay, so that's, how you want to conduct business? You want to have clear boundaries with your client? Because that's, how you create clarity and avoid dealing with legal issues, okay, so just know when you have a statement of worker proposal with a client, that is not the same thing is having a client service agreement. That's not a contract. It's, just a proposal and that's all it should be. Don't throw terms in there, make it really, really simple. Okay, so the other thing you want to do is customize your contract, so you want your client service agreement needs to suit your business it's not a one size fits all thing. So just because your friend over here does things in her business one way, that doesn't mean that it works for you. So make sure you're creating clear boundaries in your in your business and have clear policies about how things work in your business. So one of the things you might want to do is have a specific refund policy, you know, for example, you know, you might have a client and this happens all the time and design you might have a client that you're working with and, you know, you get started on the project and then they say, ok, you know what? This isn't working for me or I no longer want to do the project, so I want to cancel. All right? So if they want to cancel, do they get a refund? Do you have to give them their deposit back? Do they still owe you money? How do you know unless it's in your contract these are things that are totally foreseeable. Ok, you could see that shit happens. Sometimes your contract is going to get canceled. Sometimes something happens with the client. They can no longer do the work. Maybe the business goes bankrupt. Who knows not your problem. What your problem is is coming up with the clear policies that says what happens in those instances? S o you wanna have protection for things like refunds for stalled projects for unresponsive client who aren't giving into feedback you need aren't giving you the information you need create policies around that? How do you want to deal with those clients? And what I highly recommend is being a total and utter hard ass in your contract. Okay, so you might be a really nice person and you could be really nice to your clients when you talk to them, but in your contract be a hard ass that's how you're going to protect yourself and that's how you're going to protect your business one of my clients is a total and utter hard ass and her contracts and act I really love it. Ok, so she tells people, you know, you're you this weekend cancel this arrangement for any number of reasons, ok, so you're unresponsive if you disappear for more than five days canceled and I'm keeping your deposit okay, all legal because she put it right in the contract and lets the client know ahead of time if you don't provide the documentation that I need and don't, you know, provided to me within, you know, five days of when I've requested it cancelled if you don't stick to the timeline and give me feedback when I need it and things like that canceled ok and if you pay me like ten percent penalty automatically for late payments so she's super aggressive in her contract and I love it ok and that's what I would see you d'oh make sure you create policies that work for your business and put it all into your contracts you let them know hey, this is how I work all right and don't be afraid to create boundaries I don't think that your clients are going to run away and not work with you in fact, I've seen with all of my clients the opposite effect more people want to work with you because they know your professional you're running a real design shop you're running a real studio and you know how to run your business you have clear policies that lets them know that you're experienced and that your professional and that you care about their work because you're taking care of them too you're saying in the contract here's what I'm going to dio and here's what I'm requiring you to do as well. So there's an exchange, right? So we're not going to be victims here. All right? Don't be afraid your clients will actually probably respond to really nicely they'll probably think ok, great now I understand exactly what's going to happen here and you'll find that they comply with your terms a lot more than if you don't have a client service agreement