jschmidt — 2010-11-16T14:26:00-05:00 — #1
My web development company is doing well - we have saved up a good amount of money, and feel we can breathe easy financially. I want to make sure that we do not have any issues if a programmer accidentally deletes records, shuts down credit card taking abilities, does something dumb with sensitive materials, etc.
How are you protecting yourselves? The last thing I want is to have all this hard earned money goto attorneys and/or a disgruntled client due to mistakes!
attorney_jaffe — 2010-11-16T14:28:54-05:00 — #2
The best way to protect yourself is to have a contract in place with your clients that limits your liabilities.
jschmidt — 2010-11-16T14:34:29-05:00 — #3
thanks Andrew! I have an online version that requires them to type in their name and press agree. Does that help? Here is what I have currently:
- Limited Liability.
Client agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Developer’s hosting service. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy.
Client hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client's publication of material or use of those materials.
It is also understood that the Developer will not publish information over the Internet which may be used by another party to harm another. The Developer will also not develop a pornography or warez web site for the Client. The Developer reserves the right to determine what is and is not pornography.
Also, what about forming an LLC? A while back, someone tried to sue and when after me instead of my company! I wonder if an LLC is worth it at all.
jschmidt — 2010-11-16T14:36:16-05:00 — #4
sorry ...this is probably the section i should have posted:
Client agrees that it shall defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney's fees associated with the Developer's development of the Client's web site. This includes Liabilities asserted against the Developer, its subcontractors, its agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employee or assigns.
Client also agrees to defend, indemnify and hold harmless the Developer against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the Client's web site. This includes infringing on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organization, or business.
attorney_jaffe — 2010-11-16T14:50:01-05:00 — #5
I only give general legal advice on forums and no attorney client relationship is established by my answers.
Generally, Limited Liability sections look something like this and describe the limits of your liability to the client:
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, SHALL WE OR OUR PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE ANY SERVICE OFFERED BY US, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED, OR TRANSACTIONS ENTERED INTO BY MEANS OF OR THROUGH ANY SERVICE OFFERED BY US, OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR OTHER INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA, OR OTHER INTANGIBLES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ALSO AGREE THAT WE SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU, OR TO ANYONE, FOR THE STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR ARISING FROM USE OF ANY SERVICE OFFERED BY US. IF YOU ARE DISSATISFIED WITH ANY SERVICE OFFERED BY US YOUR EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE WITHOUT REFUND OF ANY KIND WHATSOEVER.
Further, your indemnification section is only as good as the creditworthiness of the client.
Finally, I encourage my clients to establish and run their business as an LLC as extra protection.