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In cases where a physical meeting isn't possible and all client communication is done through email and phone, how can we request the client signs contracts?

Sending physical copies through the post costs money and time, so that isn't ideal.

As far as I'm aware, (generally speaking, of course this will depend on location. I'm in the UK, for example) a verbal agreement is as legal as a written one, as long as you can prove the agreement took place. So...

Is a simple email reply to the sending of the contract saying "I agree, please proceed" enough for the contract to be assumed agreed on? Does the client need to print the contract, physically sign then scan and return a digital copy? Do we need to use a third-party service such as DocuSign?

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This will depend on the laws in your venue, i.e. the United Kingdom.

Here in the US, a "contract" is more so a concept than just a single piece of paper with a signature. It can be a single document, or comprised of several e-mails or paper documents going back and forth. The real onus is that one or more parties have come to agreement in some way, shape, or form from which someone else (like a judge, or attorney) can derive that there was an accord - a meeting of the minds - between the parties. And a writing is presumed to be valid (i.e. 'approved', 'endorsed' even if its contents are vague and don't fit the business needs), unless a party FIRST says, "Hey, that's not what I signed!"

I've used DocuSign here, and it's a great tool. But you should consult an attorney for UK and ask about validity.

  • Just to add to this, sending an image of a signed contract also seems more than sufficient in the US, but that does require printing it out signing and scanning etc – Chris Thompson Aug 16 '16 at 16:20
  • I have a small drawing tablet I keep near my computer, and I can sign with that on PDFs I'm sent. I'd say that the price of me signing a contract is just my time, and the client can do what they want to show they agree with the contract... Such as printing and signing manually and scanning – Canadian Luke Aug 16 '16 at 19:02
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I'm not seeing specific advice, so I thought that I would mention that I use Hellosign / Hellofax for gapps integrated signature stuff and faxes.

It may not be perfect, but it's sufficient for me where I am.

If I needed to go further than standard contracts and statements of work, I'd likely look at something like Shake where there are app datapoints logged for further credibility should problems arise.

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On my contracts they state:

  • Fax this signed contract back to : xxx-xxx-xxx
  • sign and attach it in an email response to xxxxxx@xxxxxxxxx.com.
  • Or respond via email, noting the contract number in the upper right corner, and specifically state "contact terms are accepted".

This is, as @codenior points out, in the US. So, things in the UK may be more strict. However, in the US all that is really necessary is proof that terms were agreed to by both parties. They can keep the physical contract... I have a copy. I just need some written evidence that they saw it and agreed. Email is generally sufficient. In most cases, I get a fax though. There have been some cases where, via email, I get a cell phone photo attachment of the signed contract (also okay with me).

Disclosure: It's not like I get taken for a ride, well, really almost never. It happens on very small jobs exceptionally rarely and is generally not worth pursuing. But for the most part I've never had an issue. (knock on wood) The contract is generally about solidifying that I'm serious and the client is serious more than anything. For a larger contract... a fax or postal mail return is desired.

(FYI.. I HATE paying for the land line just to have the fax number... but to date I've seen no digital "fax" service that is worth the pricing.)

  • Is your land line cheaper than all the fax services? (I haven't used one in years.) – Xavier J Aug 19 '16 at 16:33
  • It is not much different in the UK in practice, Asking for a FAX is really not needed though. In fact, I doubt many people even have a fax any more. I have not used one for over ten years, possibly even 15 years. – PaulD Aug 19 '16 at 19:37
  • @PaulD In my experience businesses still use faxes.. or copy machines that can fax when necessary. It's still more common than you'd think. I'm not saying it's "popular" by any means.. it's just still viable for many. – Scott Aug 19 '16 at 20:00
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    @codenoir Yes.. and far less hassle with things like user accounts, spam, etc. I'd really love it if everyone went 100% digital but I tend to deal with older business owners that aren't as savvy when it comes to tech.. so I really have to support older communication methods to a degree. For example.. none of my clients use or care about Skype/IM (which I LOVE about them). – Scott Aug 19 '16 at 20:03
  • If there are recommendations for digital fax services... I'm seriously ALL ears... please share. – Scott Aug 21 '16 at 21:46
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Does the client need to print the contract, physically sign then scan and return a digital copy?

In the UK, no, they do not need to. However it is regarded as good practice to do so. Especially if the project is anything greater than a simple or small task for a small amount of money.

Is a simple email reply to the sending of the contract saying "I agree, please proceed" enough for the contract to be assumed agreed on?

EDIT *** No, not quite. **** REMOVED

Normally, yes. You need four elements.

  1. An intention to enter into legal agreement (We intend for you to do this work)

  2. An offer (we will do this for you by this date or from this date.)

  3. A consideration to enter into legal agreement (We will pay this much)

  4. An acceptance of the offer (the 'Yes go ahead', not a continued discussion)

What I do is to create a document 'Outline/Schedule of work' (versioned) describing what we are going to do. A separate document 'Quotation' stating for work as described in the Schedule of Work, including a schedule of payments: ie 30% deposit, 30% on this date, 40% on completion.

I then, in those documents, refer to a third document as 'Subject to our standard Terms and Conditions of service' which is a one page, simple plain english document, available publicaly on our website, saying we will do whatever we can to achieve the goals. The client will provide required materials in a timely basis. Payments are non refundable. All work product belongs to client upon completion of the project. Everything is private and sharing of information with third parties can only be done with the consent of us and the client. Additional work not included on the work schedule will be charged seperately. Quotations are valid for 3 months.
The key here is payments are non refundable.

I then say that if they want to go ahead as soon as we get the deposit we will begin work as laid out in the scheme of work and subject to our standard terms and conditions.

That is it, they do not need to email me to say 'Yes please, go ahead', scan or sign anything or whatever. The payment is a clear indication that they accept our terms of service and the schedule of work, without any fuss, and have entered into an agreement.

I had one customer say 'we want a refund' when an addition to their schedule of work they deemed too expensive. I pointed out the terms and conditions (which incidentally should be versioned and dated) and they quietly backed off.

The emails sending the quotation and schedule of work I keep safely stored away for reference as well as in all honesty all communications. If they want to make a change to the schedule, the quotation and schedules are both updated and sent again. "Please find the ammended schedule of work and quotation V1.02 dated 12th May 2016 replacing any previous documents." There can be no confusion then over what schedule or payments are required.

The key is to be clear, upfront, with everything clearly documented preferably in an attachment, with a reference number and date on every document sent.

Hope that helps,

Paul

  • Regarding your four points, I assumed the first three were implied... "I agree" means there was something to agree on (i.e an offer, which wouldn't happen if 1 wasn't true). Helpful nonetheless :) – Cai Aug 19 '16 at 18:58
  • 'I agree' certainly does not fulfill all four elements at all. You say you will do x for £20 and ask do I want to go ahead, and I say yes, but does that include y and z? Does that mean we are in a legal agreement? No, because of the continued discussion. If you say it includes Y but not Z, then I can say 'well thats no good for me then.' and you cannot say 'but you agreed legally to go ahead'. That would not stand up in court. I have not yet shown an intention to enter into a legal agreement with you, just a discussion about the possibility of doing so. – PaulD Aug 19 '16 at 20:53
  • Of course, simply saying "I agree" certainly doesn't mean much at all, but my question said (which you quoted) "in reply to the contract". – Cai Aug 19 '16 at 20:59
  • Well for me yes, but lets say you go off and spend a significant amount up front, only to be contacted by the person who then says, actually my boss does not want to go ahead. Did that person actually have the authority to authorise it etc etc. In terms of legal cover, it is very complicated. Usually though, for a free lancer, under the circumstances you describe, yes that is enough IMHO. But from a technical legal standpoint, it might not be, But in a small claims court over a small sum, that would be enough, probably, yes. – PaulD Aug 19 '16 at 21:12
  • I'm not disagreeing with any of that, I agree. My point is simply that by the time you have sent a contract all of that would already have happened. The 4 points I'm talking about are perfectly fine, I'm just disagreeing with your preceding "No", since your last point is exactly what your saying "No" to. – Cai Aug 19 '16 at 21:18
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You're right to ask because this is quite complicated and very different from country to country. I'm also in the UK. As you said, a verbal agreement is considered binding but it's very difficult to prove what the parties agreed to. Similarly, with email - it's binding but can you easily show what the parties agreed to? Sometimes, detail is lost in a conversation.

I almost always use DocuSign and ask the client to sign general terms and conditions and a 'Schedule' which outlines the actual work. This stands up on legal terms and I've found that it's valued by clients because it comes across as highly professional. Recently I got a bit lazy and confirmed a contract extension by email. I'd been working with the client for 2 years - he asked me a few weeks after whether we had ever agreed the extension because he couldn't remember signing anything.

DocuSign has a good overview of the legality here: https://www.docusign.co.uk/how-it-works/legality

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