avstu — 2013-08-20T07:38:02-04:00 — #1
I am from England and run a football fansite which is growing at a pretty good rate in terms of hits so in time comes company's who want to advertise on my website - to which I don't have a problem with but I have never had to deal with a company from another country.
In the contract they state that "Any disputes arising from the performance of this Agreement shall be resolved by a court of law with jurisdiction [B]over the area where the Customer's registered office is situated[/B]. "
Now I have no plans to not forfull my end of the agreement but lets say something happens out of my control. They then could take me to court by the letter of their countrys law. When I asked about it being under both English and their country they stated "I talk with our lawyer. He said that we are the customer, we paid you and we can't change it.
You don't risk anything if You keep the terms of contract. Our company risk money so we need to have additional security."
So I guess I am just wondering where I stand?
mikl — 2013-08-20T13:12:08-04:00 — #2
This is purely a commercial decision. You can go along with what they want, and risk having the hassles of dealing with a foreign court if the worst happens. Or, you can insist on stipulating that any dispute will be heard in England, and risk losing their business.
Only you can decide which is the greater risk, and which is the least favourable outcome.
That said, where did this contract come from in the first place? Presumably, you were approached by a potential advertiser, and somewhere along the line, they sent you their standard contract. Is that right? If so, you should never have let that happen. What you should have done is to draw up your own standard contract, and have the customer agree to that, rather than the other way round. The contract doesn't have to be particularly complicated, nor does it have to be drawn up by a lawyer. It just need to cover the essential points, all of which should be pretty obvious. The point is, it is up to you to take the initiative.
sagewing — 2013-08-20T14:50:50-04:00 — #3
A lot of this depends on how much you are risking. If your contract limits your liability to, say $10k then it will probably be easier to lose $10k than to fly around dealing with foriegn legal issues. So, rather than worrying about this, it's sometimes better to just limit your liability (if possible) - like, add something to your contract that says that your maximum liability is not to exceed their ad spend in the previous 3 months, etc. Something like that sort of makes jurisdiction moot. Definitely look at your maximum loss so that you can make these decisions wisely!
Another common approach is the dual-jurisdiction language based on who is making the claim. If I make a legal claim against you, it's in my jurisdiction. If you claim against me, it's in yours!