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Tina
Tina, Lawyer
Category: Legal
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Experience:  JD, BBA Over 25 years legal and business experience.
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I am doing web design project and need some quick language

Customer Question

I am doing web design project and need some quick language for terms and conditions the clients lawyer doesn't like. See below and let me know if you can reasonably revise today.
Email thread on the issue. We started work last week and now they threw this out there but I don't expect an issue. Just need the signed contract that has the terms and conditions not just the purchase order they gave us to start.
Hi ...agency name...Please take a look at the email traffic below. their lawyer has a problem with the limited liability statement in your contract. Take a look at the traffic and see if you can think of something that would make sense for you and for them.
thanks, D
---------- Original Message ----------
Subject: RE: Limitation of Liability
I had asked yesterday when I didn’t like the clause. He said he wouldn’t even know of a re-write to what is essentially an assumption on no liability under any circumstances. Do they not have professional insurance?
thanks,C
Sent: Wednesday, May 25, 2016 9:59 AM
If he has a problem with it, can he recommended acceptable language?
thanks,D
On May 25, 2016 at 5:59 AM ...wrote:
I would still not recommend but I will forward to the company attorney to see if he finds it to be any better language but I tend to agree he will share my opinion. I am sending to him right now. Hopefully he is not in court this morning. If not, he is in by 8:30 usually.
thanks, C
On May 25, 2016, at 5:12 AM, D wrote:
Hi C,
See if this change of wording is acceptable (in all caps). I think this addresses the legal concerns if they do something or don't do something authorized by us (client...).
Limitation of Liability
...agency name...is not liable for any amount exceeding the price paid by customer for services under this agreement giving rise to any claim.
FOR CONTENT AUTHORIZED BY ....client name here...., in no event shall ..name of Agency... be liable, whether in contract, tort (including negligence) or otherwise, for any indirect, incidental or consequential damages (including lost savings or profit, lost data, business interruption or attorneys fees) even if notified in advance of such possibility.
Thanks!
D
Original language:
Limitation of Liability
...name of agency... is not liable for any amount exceeding the price paid by customer for services under this agreement giving rise to any claim. in no event shall ...agency name.... be liable, whether in contract, tort (including negligence) or otherwise, for any indirect, incidental or consequential damages (including lost savings or profit, lost data, business interruption or attorneys fees) even if notified in advance of such possibility.
John
Submitted: 7 months ago.
Category: Legal
Expert:  Ely replied 7 months ago.
Hello and welcome to JustAnswer. Please note: This is general information for educational purposes only and is not legal advice. No specific course of action is proposed herein, and no attorney-client relationship or privilege is formed by speaking to an expert on this site. By continuing, you confirm that you understand and agree to these terms. Hmm - this is a very open-ended question, because you do not know what they will find acceptable. Or do you? Can you do this - just put into plain words the type of verbiage you think both parties will agree on? And I can "translate it into legalese" for you. Would that work?
Customer: replied 7 months ago.
I don't know so I am looking for a suggestion
Expert:  Ely replied 7 months ago.
Okay. Just because they happen to be an attorney does not mean that they will automatically agree to whatever language sample I provide you with. Every matter is different, so one wants to know what exactly they are looking for. I can provide what I believe to be "standard," but there is no guarantee at all that it will be something the other side agrees upon. If this is acceptable, let me know. But regardless, tell me what you want to include because it is not clear from what you had stated what you even wish for the clause to say.
Customer: replied 7 months ago.
I am just looking to tone down our language I guess since they seem to indicate its too strong?
Expert:  Ely replied 7 months ago.
Here is what is happening, essentially: You: "Hi, I have a contract. The other party does not like my language - it is [very generic, hard to understand]. Can you provide me with an example of what they will agree upon?" Me: Hmm. I cannot guarantee that they will agree to anything, but I can provide an example if you tell me what you want it to say in plain English. You: I need a suggestion. - - - Okay, I get it. Please provide me with what you want the clause to state in plain English. I can amend to what I believe to be standard, and translate into legalese as needed.
Customer: replied 7 months ago.
Sorry for being so unclear. I just grabbed one from a contract where a client changed that fairly recently that I just remembered:>>>Just sent this the client this and will let you know what they say if we need to revise.Limitation of Liability
In no event shall either party be liable, whether in contract, tort (excluding gross negligence and willful misconduct) or otherwise, for any indirect, incidental or consequential damages (including lost savings or profit, lost data, business interruption or attorney’s fees) even if notified in advance of such possibility.Would that work?
John
>>>>John
Expert:  Ely replied 7 months ago.
Tell me what you want it to say in NORMAL ENGLISH, please. Not legalese. I will word it in legalese for you.
Thanks.