Legal Roundup: Your FAQs Answered – Transcript

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I love you, but I’m not your lawyer. This is for your educational purposes only and does not constitute legal advice. You should not act, or refrain from acting, on the basis of this content without first consulting a lawyer.

Annette

Well, hello there and welcome to another episode of Office Talk podcast. In this episode. I thought it would be good to address some of the questions that have been coming up. It’s kind of like a hodgepodge of questions that I’ve been getting either through DMs or that I’ve just kind of come across over and over again from inquiries or clients. Because I thought it would be helpful for you not only to know the answers, but to also know what other people are asking and how they’re thinking about the law in their business. 

Before we dive in just a heads up that I am kind of on the tail end of a cold. So if I sound a little bit more nasally than normal, I apologize. And just some updates. The website over at YourLegalBFF.com – we have been launching new templates over the past few weeks and we have some other ones coming out as well in the coming weeks. So if you haven’t been back there lately, make sure to head on back to see what’s new. In particular, I just launched the Event Venue Rental Agreement. So this is for those of you who operate an event venue and are looking to have an agreement in place with the people who are renting your venue for either weddings or parties or bridal showers or company meetings. 

And then I also launched the Group Coaching and Mastermind Terms of Service. So this is for all of my folks who are hosting masterminds. I truly hope you have some sort of writing or some agreement in place with your students or the folks are going to be joining your Mastermind. And if not, I’d encourage you to check this one out. So this is going to go over all of those terms and conditions you want to be thinking about when you are going to be hosting a mastermind and having all of that documented and acknowledged by your students in writing. 

So this first question is more of a general question that I’ve gotten a lot over the last few years and I don’t think I’ve addressed it here on the podcast. This is for those of you who are interested in registering your trademarks. Inevitably the question will come up: Should I register the trademark for the logo of my business versus just the name of the business or let’s say the name of the program or the name of the product. 

Now here are my thoughts on it. Obviously everybody’s circumstances are going to be different. So definitely, you know, like talk to your lawyer who’s going to be registering your trademark and ask them this question to see what their thoughts are. 

But generally speaking what I have found folks in the kind of the community that I serve which is kind of this creative community, you know online course creators and what not, generally speaking their logo is not truly a distinctive mark for them in the sense that you know when we compare it to Nike for example, when we look at that Nike Swoosh or when we look at Kate Spade and there’s that spade logo on top of her name or Tory Burch for example has a very distinct logo. Most of us don’t have that type of a logo. You know, it’s usually just what I would call a word mark. It’s basically the name of your business and it’s the letters – maybe it might look pretty might be like, you know calligraphy. Or it might be in a certain type of font. However, there is no real distinctive element that would help consumers out in the marketplace distinguish your product against somebody else’s just by looking at that logo. 

Another thing is that a lot of us are evolving our businesses, especially in the first few years. We’re constantly rebranding and changing things. And so unless you’re truly committed to that specific design of that logo and that look of that logo, I find that for most people when you weigh that against the cost of registering a logo, it’s really not worthwhile for them. 

So if you have a business name, I’m just going to call it a mark, that is let’s say just your name. And you have a logo that’s just kind of a really pretty fonted version of that name. And you know, not truly something that you are super attached to, you think you might change it in the future, you really don’t think it’s really an identifier of your business out in the marketplace. I would say hold off on it especially if cost is a concern. Because filing an application for a trademark registration can be expensive for some people. And so when you kind of weigh the costs and the benefits, I would much rather see you register your business name, or that product name – that mark versus the logo. But again, this is something you’re going to have to take into consideration when you’re ready to do it and things to just be thinking about. 

So the next question has to do with contract revisions and particularly revision requests that come from your clients. So I got a DM from my client Carol. We had worked on developing a custom contract for her few years ago. And she sent me a DM and she’s like “Annette – I have this potential new client, but they’re asking to make certain changes to the contract. What should I do?” Now, I have addressed this question before in episode 65. So if you haven’t heard that go back and listen to that episode and it talks about kind of what you should be thinking about if a client comes to you with potential contract revisions to your contract. 

I don’t think there’s a hard-line like I don’t think you should always say just because the client wants to make revisions it’s like you’re definitely not going to work with them. It really has to do with – what’s the context of those revisions? What is the risk that you’re potentially going to be incurring by accepting those revisions. 

But what was interesting about the request that came in from Carol’s potential client was that they wanted to change the termination clause. In particular they wanted to get rid of the right for her to terminate a contract. So if you know me, if you’ve been watching my webinars, if you’ve been listening to this podcast, I’m a really big fan of thinking about how you are going to end this relationship that you have with a potential client. Now most contracts will address how a client can terminate a contract, but they don’t normally address how the service provider can terminate the contract. And in my templates and when I work with clients, I really recommend that they have something in there that talks about under what conditions the service provider can terminate a contract. 

Now, you’ve got to understand that when a client comes across a termination clause that says that the service provider might be terminating the contract under such and such terms that might make them a little bit nervous right because they’re investing money into you and they don’t want you to be able to back out. In this situation, whether Carol decides to accept the revision or not, it’s really going to come down to a few things. One is how badly do you want the job? You know, I think every once in a while we all come across potential clients that we really, really want to work with because we believe it’s going to kind of elevate our business or it’s going to open up certain doors and opportunities. So you want to take that into consideration.

You want to think about well, what is the risk that I’m going to be taking here? And is it a risk that I am comfortable taking? So in Carol’s situation is this a client who you’re really worried about either being very difficult or not paying on time. Are there circumstances here that you feel that are going to warrant you having to terminate?  And therefore when you don’t have a termination clause clearly spelled out it might create some potential issues down the road. 

Then you want to think about well, what if I just say, no? You know just because somebody asks for a revision doesn’t mean that you have to accept it. Right? So you could go back and say no but instead of just saying no you could ask: Well, what is the real concern here? Is the concern that you know, I’m going to start working and I’m going to take all this money up front and for like deposits and whatnot. And then I’m going to walk away? 

You know, and then you can explain your concern. You know, the reason why I have this clause in here is because I am concerned about XYZ happening. So when like I said when somebody comes to you with a revision, if you’re not super happy with it, you don’t have to accept it, but I wouldn’t just outright like dismiss the client. I would open up the lines of communication and address: ”Okay. What is your concern? What can we do? Is there another alternative that we could put in here in order to quote-unquote save the deal?” 

This next question is it’s really not a question, but it’s something that I wish more people asked and thought about. When you are hosting let’s say a mastermind or you have a very expensive program that you are selling to people. The question is should I have people actually acknowledge the contract, like physically sign the contract or is a check the box type of acknowledgement enough? 

So if you look at kind of the spectrum of acknowledgment the gold standard in my mind is always when somebody actually physically signs a document. Now that does not mean that they have to manually sign it. Like they don’t have to take their pen and you know print out the contract and then mail it back to you.  Electronic signatures are fine. So you can use you know, there’s so many tools these days that you can utilize in order to expedite the contract signing process. So that’s on one end. That is the kind of the gold standard. That is what I would like to see everybody doing a hundred percent of the time. Because that truly if you ever have to go to court it’s really hard for somebody who has signed that contract to then say well, I didn’t know. I didn’t know that this was the refund policy. I didn’t know that this was the term. 

On the other end of the spectrum is that check the box type of acknowledgement, which we all do right when we download a software they want us to agree to their terms of service. How many of you guys actually read it? Not a lot. I would rather see you have at least a check the box type of agreement rather than nothing. 

But if we can get closer to the other side of the spectrum where someone is actually physically signing or acknowledging the contract that is always the best. But I recognize that that might pose an administrative burden, especially if you are scaling your programs. If you have a lot of students coming through your programs that could just be a logistical nightmare to try and figure out. 

So what do you do? How do you balance this ideal of having physically signed contracts from every student with the need for efficiency and streamlining processes in your business? This is when I put my entrepreneurial hat on and I put the lawyer hat off. So I know that okay I want to have these physically acknowledged contracts, but maybe it doesn’t make sense for me to have it for all of my programs. 

So this is the where that cost-benefit analysis starts kicking in as I mentioned. I recently launched the Group Coaching and Mastermind contract template at YourLegalBFF.com. And when I think about group coaching when I think about masterminds when I think about certain courses that are quite an investment on behalf of the student who is joining, it’s also investment on the part of the host or the company who is actually hosting this mastermind or group coaching program. And given the length of the relationship often times these are very expensive and they also run for a very long time. So six months to a year is quite a long term commitment. Also oftentimes you as the student have the choice of paying full price upfront. Or you can pay monthly or some other kind of periodic payment over the course of the mastermind. So when I start looking at those types of programs to me, there is such an investment involved both in terms of the student’s cost to participate, but also in terms of you as the mastermind host’s cost to run this. And so I’m going to want more security. I’m going to want more assurance that if I’m going to enter into a relationship with this student that I have some sort of guarantee that the student is going to pay me – particularly if they pick the payment plan option, right? 

So for example, let’s say you run a mastermind and if I pick the payment plan option it was going to cost me $12,000 and it’s going to be a thousand dollars a month. Well, that’s a year-long payment plan and there’s a huge risk that during that year that student is not going to update their credit card that’s on file, that they’re not going to be happy with the program. They’re going to want their money back. They’re going to want all these things and so the potential for conflict and the cost to you goes up. So in that type of a scenario, I think you’re well served by putting a little bit more effort on the administrative end of things to make sure you have a physically signed and acknowledged contract template not template but a contract in your files for that student than just a check the box. 

For your lower priced programs, the efficiency that you gain with doing a check the box type of agreement is fine. And like I said, I would rather have you have at least a check the box type of agreement rather than nothing. 

So keeping all of this in mind the contract template that I created for group coaching and masterminds it has been customized so that you can pick how the document will get acknowledged based on whether you will be doing kind of a check the box type of acknowledgement or if they will be physically signing the contract before they join the mastermind. So that was the really, really convoluted answer to what was hopefully a simple question. 

This next question came through Instagram Direct messages and I don’t know her actual name, which is always kind of you know, the kind of always throws me off right when you’re like, I know your Instagram handle name, but I don’t know your actual name. The question goes something like I’m wondering if you have any thoughts on social media policies that would prohibit an event planner from using pictures of their work that they took that’s where my puzzlement comes to be.  In trying to figure out how to tackle that issue. For example, I’m contracted for my technical event planning services by a vendor who works for a client. I do all of the planning all the communication with the client and with the help of the vendor above-mentioned I deliver the services to the client. The design and planning is mine, but the tools to put into being that design is the vendor’s. The vendor now wants to ask that I cannot use any photos of the event I just planned and designed for my own marketing purposes. How would you handle that? I’m in such a puzzle. 

So first thing is I want you to check out one episode. I did episode 46. It’s kind of a tangential issue, but it will give you some context. Can I use photographs of my client’s wedding to promote my wedding planning business? Okay. And so that talks about who owns the copyright and what you can and can’t do with it. So this is kind of a similar question in the sense that you have created the work that is the subject of either the video or the photograph or whatever content has been produced. But you are not able to utilize that content. We all know that the person who creates that content is more than likely going to be the copyright owner. So that person has the right to either give you permission or not give you permission to use it even though the subject matter is, you know, your table setting and your design. But this is a little different. The vendor is working with a client. And then they’re kind of like subcontracting out with you to design the work and we don’t know who owns the content. We don’t know who the photographer is who the videographer is, but you’re saying okay, but I just want proof that this is my work so I could put it let’s say in my portfolio or on my social media. 

What I would do if I were in your situation is I would work with this vendor and tell them I will bring my own photographer – who I have an arrangement with to take pictures and then I have the rights to use those images. So you have to make sure you clear that with the photographer that you hire. But the idea being that I will take on the responsibility of documenting my work, but I will have the right to use this. I would put that in the contract that you have with the vendor letting them know that this is one of the terms and conditions for working together. 

Now you have to realize that depending on the vendor’s relationship with the ultimate client, they might have some sort of agreement between the two of them that prohibits any pictures of that event from being distributed. For example, let’s say the vendor has contracted with a client and they’re having a confidential sales meeting at this venue and they don’t want any pictures leaked out about their sales meeting. In that situation, the vendor is under a contractual agreement with the client to ensure that no pictures of this event gets leaked out or utilized by anybody else. Okay, so you have to be aware of that dynamic as well. 

Also, you want to kind of assess your bargaining power with the vendor. So if you really need them, you know, you can ask, you can say this is what I would like. And if they say no then you might just have to bite the bullet. Or maybe you make a decision that – hey this is really a non-negotiable for me. And so therefore I just can’t work with this vendor because I need to be building up my portfolio and I need to be documenting my work for future marketing purposes. 

Just as we talked about earlier in the episode so much of this stuff like with contract revisions and things is really about communication and relationships. And you want to just have those conversations and say listen vendor- Like what is your concern here? This is my concern. Can you meet me halfway here? Is there something we can do? And then based on those conversations, you know, you’re your own business owner. You can determine if you are comfortable with those conditions or not. And if you’re not then you move on and you find somebody who is willing to work under the terms that are comfortable for you. 

Okay, my friend. So there you have it. Those are some of the questions that people are asking that I hope people are asking and thinking about and as always with all of this stuff always take your own personal circumstances into consideration before you make a decision seek out a lawyer in your area to talk these things through. 

At the end of the day remember, this is your business you get to decide what works for you. You are in a very, very privileged position in that you get to design the business that you want and you get to do it on your terms. So if you have any questions, you can always reach out to me over on Instagram. Send me a direct message at that’s @annettestepanian.  I would love to group a few more of these questions together for a future episode and just speak to you directly on my thoughts about them. So with that said, I hope you have a wonderful day, and I will talk to you later. 

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