How to mitigate the risk of getting sued by clients (web dev contracting) I'm a web dev and I'm thinking about becoming a contractor. I feel a little uneasy about the possibility of someone potentially trying to sue me. If, for example, a client wants an e-commerce website and I build one for them, and then the client gets hacked and incurs a financial loss, how do I stop myself from getting sued? The way I see it is that it would depend on how they got hacked, but let's say it was because of a bug in the code that I originally delivered. That would then be on me and they could sue me, correct? But then what happens if more developers work on the code and they introduce a bug and the client thinks it's my fault and still tries to sue me? In either case, I'd like to know that something like this won't come back to hit me once I hand code over to a client. Is there a clause that can be included in a contract that keeps me in the clear after the final hand-over takes place? I understand that registering as a company and not as an individual protects you to a certain extent, but is there anything beyond that which can be included in the contract to give you complete protection?
Nothing gives you complete protection. You can (and should) have artfully drawn contracts with disclaimers and indemnification, but if the counterparties decline to comply with the contracts you may find yourself unable to remedy your liability even if you can prevail in litigation. Likewise, you can buy insurance to cover these sorts of risks. Insurers are regulated more tightly, but even they can fail or decide to litigate over payments. Finally, you can insulate yourself from personal liability by conducting business through a corporation. But even "the corporate veil" is not invincible. It is quite common for a contractor or sole proprietor to use all of the aforementioned countermeasures to business liability. Consult a licensed attorney to ensure that they are properly implemented.
what if I wanted to specifically write a contract in which the essence was that anyone could sue to enforce it,not just the parties? Intended beneficiaries have standing to sue for a breach of contract that infringes the rights to which the contract entitles them. See Restatement (Second) of Contracts at §302 et seq. Both of the scenarios you outline convey the existence of intended beneficiaries. Accordingly, the contract only needs to be reasonably clear as to who the intended beneficiaries are. The intended beneficiaries can be identified in terms of persons/entities, classes thereof, or they might be implied from the nature and scope of the contract. By contrast, some jurisdictions are explicit in that incidental beneficiaries lack standing to sue. Two examples are Myers v. Richland County, 429 F.3d 740, 749 (2005) and Boston Executive Helicopters .LLC v. Maguire, 196 F.Supp.3d 134, 142 (2016). See also Hoy v. Incorporated Village of Bayville, 765 F.Supp.2d 158, 173 (2011) (&quot;An intention to assume an obligation of indefinite extension to every member of the public is seen to be the more improbable when we recall the crushing burden that the obligation would impose&quot;, citations omitted).
If you have an agreement with a company that specifies &quot;you agree to give me something of value, in case I give you something of value&quot;, you have a contract. In order for there to be a contract, there has to be actual acceptance of the offer. You can put out on a web page some contract stating those terms, and if you get positive acceptance of the contract (hence the standard click-through technology), then as long as you have done the thing promised, you can bill them for doing the thing promised. It's not clear what thing of value you are offering on the web page, since it's not &quot;doing actual work&quot;. Them sending you an email isn't you doing something. One thing you could do is block all incoming emails, and for money you agree to unblock emails from registered subscribers. Just announcing that you will bill anyone for emailing you does not create a contract, because the emailer need not have even seen your announcement. This is why e-contracts need a click-through button. It's legal to request money, but there is no legal obligation for them to comply. That will be $10, please.
could I claim that my product must be added asap? And is it reasonable to ask for compensation for the missed revenue due to pushing back the launch? Unfortunately, no. Your description reflects that you consciously treated as sufficient the limited knowledge you had at the formation of the contract. See Restatement (Second) of Contracts at §154(b). There is no indication that (1) at the formation of the contract the company committed to a more specific timing, or (2) you would have declined the invitation had you known at the formation of the contract that the company would keep postponing the inclusion of your product in the way you describe. You were given the expected date only after you performed your duties pursuant to the contract, which defeats the notion that the company's timing was any relevant to your decision of entering the contract. The only way you could prevail is by proving that the company breached the covenant of good faith and fair dealing that is implied in all contracts. See Restatement at §205. Other than that, the lack of contract provisions to protect your interests give the company significant discretion.
In the abstract, two businesses that cooperate in violating a third party's copyright could both face liability. Applying that information to the facts you gave would amount to legal counsel. If you don't want to tell the client 'no,' you should speak to a lawyer about your potential liability. Beyond the legalities, do you really want your portfolio to advertise that you design sites by ripping other sites off?
Do I have recourse against seller? Is the seller liable or obligated to disclose this and if so what are my options? Probably not. The general rule is that you accept any condition which could be discovered with reasonable inspection. When &quot;At the time of sale I waived inspection and did As-Is&quot; you are greatly limiting your claims. If the seller believe that the work done fixed the problem, you probably have no remedy. It could be that the seller made a false representation in the disclosure (you'd have to look at the exact language) but even then proving it with only the kind of circumstantial evidence provided would be very challenging. In particular, as a practical matter, it isn't really economic to sue in a $10,000 non-disclosure case without open and shut clarity of fault, as opposed to some suggestive but ultimately inconclusive indicators. You could always ask and state the case in a demand letter, but if you came to me as a potential client, I wouldn't take your case because the high cost combined with the low likelihood of success would make it unlikely that an attorney could bring the case in a way that would generate net value to the client.
Clearly in this case the writing does not reflect your actual agreement. If you were to bill for 1.5x your normal rate for hours over 40/week, relying on the writing, and it came to court, you might win, based on the general rule that matters explicitly covered in the written agreement are treated as final, and evidence of contradictory oral agreements are often not accepted to contradict the contract document. This is known as the parole evidence rule. But you don't plan to issue such a bill, so that won't come up. I don't see that you are at any legal risk. But you could send the client a letter saying that you signed the contract document so as not to hold the job up, but you think there is a mistake in it (pointing out exactly where and what the error is). This would help establish your ethics and good faith, so that if somehow there was a problem over this later (although that seems unlikely) you can't be accused of any improper actions. Keep a copy of any such letter. By the way, if you are an independent contractor, the governmental standard for overtime does not normally apply (in the US). If you are an employee of a consulting company, it may or may not, depending on your salary level and the kind of work you do. An independent contractor can contract for a higher rate for overtime hours, if the client is willing to agree. Many clients will not be willing.
They can terminate the "Project" (presumably defined elsewhere) if the client blah, blah, blah, however, they must still pay you for the work you did prior to them terminating the Project (if, in fact, they have terminated it - they have the right but they still have to exercise it). Hire a lawyer.