5 traps in contracts from the Internet that can ruin you

Entrepreneurs use contracts to translate agreements reached into legal terms. At the same time, small companies often do not have a full-time lawyer or try to save money on contacting a specialized specialist. That is why they resort to free templates that are easy to find on the Internet.

Speed, free and accessibility are the three main advantages of such documents. 10 minutes to search, and you are the owner of the finished contract. It remains only to insert the details. Is this true? I will leave aside the risk of entering with an archive or file malware on the device and share experience from legal practice.

What are the weaknesses of standard contracts from the Internet

In addition to the three clear advantages mentioned above, such documents also have disadvantages. Some of them are harmless, and some threaten losses for the business and its owner.

1. Ambiguous or distorted terms

It happens that our team is involved as consultants: to check and improve the process of concluding contracts with contractors or prepare forms of documents for a specific area of ​​work. And during the audit, we often encounter banal contradictions contained in the text.

Thus, the supply contract of one of the firms contained information about the warranty service of the goods by the supplier, and in the next section it was indicated that the goods were shipped "as is". That is, the supplier is not responsible for its quality. And if our client finds a marriage and wants to resolve the dispute in court, such a contradiction will greatly complicate the process. It turned out that this contract was made in the online constructor, sent to the supplier and not deducted.

2. Disproportionate liability

Constantly in practice I meet cases when one of the counterparties intentionally adds excessive leverage to the other party in the form of a standard contract. For example, it imposes additional penalties, excessive guarantees and includes conditions that create an asymmetry in the rights and obligations of the parties. And all this does not follow from the law.

For example, the point about VAT is especially sensitive. If you do not specify the amount tax, which the counterparty must pay, it will be considered already included in the cost of goods or services specified in the contract.

And this will entail costs for the performer.

As an example, I can cite a case from real judicial practice: an individual entrepreneur in lease agreement did not register VAT, and then through the court he tried to collect tax from the tenant in excess of the prescribed amount. And the court decided that the latter should not return the money.

In the event of a disputable situation, you may find that the contract does not contain the mechanism you need to influence the other party: a provision on guarantees or conditions for issuing penalties. And if it comes to court, you will be powerless.

In general, the risk cannot be ruled out that the contract template will initially include conditions favorable to only one party, and therefore it will be presented to an inattentive partner with the words "Well, you yourself signed!".

3. Lack of a note on how communication will be carried out

For example, a counterparty can assure you in Telegram that “the goods are of the highest quality”, and the contractor promises in a working chat: “I will hand over the text tomorrow, the region on Saturday.” Or, in an email, you can agree on deadlines that the performer will later refuse to meet. However, in the future, you may encounter a situation where you have to prove the fact of reaching an agreement and refer to chats in the messenger or email.

Despite the intense online correspondence that has already become commonplace and bank towards its recognition as legal evidence in court, the parties (and template developers) are often too lazy to directly and unambiguously prescribe the method and order electronic communication: how and where to exchange messages or set tasks. And in vain.

If you prescribe the area of ​​interaction, specific mailbox addresses, then everything e-mails sent from them, upon presentation in court, will be recognized as written evidence. This step minimizes most of the risks associated with sender identification.

4. Clumsy wording, typos, water and contradiction to the norms of the law

Document forms often circulating on the Web contain repetitive semantic or even grammatical errorsmade intentionally or by accident.

Typical templates also contain legal artifacts: obsolete terms, links to non-existent articles of the law. Such paragraphs should at least be removed, or better, replaced with the current version or reformulated. It happens that frequently repeated moments come across in a document. If such duplicates are removed, the contract will not lose anything, but will become more convenient and understandable.

It is difficult for counterparties to work with such agreements, not to mention using them in court:

I also came across the fact that clients downloaded a contract from the Internet, in which there were conditions that contradicted the norms of the law. They firmly believed that since it was written in the text, this provision could be applied. And then in practice - for example, in the case of a consumer claim and the involvement of Rospotrebnadzor - it suddenly turned out that the condition is negligible.

For example, the first paragraph of Article 782 of the Civil Code of the Russian Federation says: "The customer has the right to refuse to perform the contract paid services subject to payment to the executor of the expenses actually incurred by him. And the performer can calculate: since there is a ban on terminating the contract in the contract from the Internet, it will be applied.

That is, the relationship with him is not terminated and the contractor will not lose the prepayment. But it's not.

If the contract for the provision of services to individual customers contains a condition on the impossibility of returning the prepayment in the event of termination of the contract, this condition will be void. There will be apply the mandatory provisions of Article 32 of the Consumer Rights Protection Law concerning return cash upon termination of the contract.

Or, for example, an unscrupulous counterparty may include a clause in the contract on a penalty for refusing the service - this is also violation article 16 of the same law.

An entrepreneur who has not contacted a lawyer can download and sign a document with insignificant conditions that are contrary to the law, and not even know about it. And to believe that in the future he will apply them and the money will not will lose - Say, it is specified in the contract.

5. Lack of protection of digital assets

In standard forms, it is extremely rare to prescribe the procedure for developing and accepting the results of intellectual property. activities (RIA), and most importantly - the transfer of exclusive rights to property from developers to the customer firm.

This gap is especially painful for those who cooperate with contractors who create RIA: programmers, designers, engineers, or copywriters.

For example, an employee created several inventions, and the organization transferred exclusive rights to them to a third party without paying a copyright fee to the person. The engineer filed a claim for the recovery of 1 million rubles. Finally, the Supreme Court recognized the truth worker.

Remember: without an adequately described procedure for delivering the result of work, your programmer can take away the rights to the application through the courts, citing copyright.

Remember loud happening three years ago, when the Rambler Group claimed that it had infringed its exclusive copyright on the Nginx web server, which was developed by a former employee of the company.

The “Nginx case” showed that if intellectual products in a company are not formalized as intellectual property business, and a person works under the same standard contract as a clerk or a driver, this will sooner or later create problems.

The employee will consider the fruits of his intellectual work as a personal asset, while the company will be convinced that all tangible and intangible products employee automatically become its property. Copyright is more complex, and its provisions must be taken into account by everyone who cooperates with the creators of the results of intellectual activity.

At best, you will spend time and nerves on correspondence with the counterparty and “extorting” the result, and at worst, you will be left empty-handed and will go to court. Of course, you can confirm the acceptance of work or the copyright of an application or design using reports or correspondence. However, the court first of all takes into account the agreements enshrined in the contract.

How to avoid problems

If you do not understand the essence of the contract and do not make relevant changes to the template, the latter may turn out to be useless or even harmful. Here, either your own corrosiveness and attentiveness, or a specialized lawyer can help you.

Here's what to do yourself:

• Use the template in typical situations where the cost of a mistake is low.
• Download documents from sites you can trust: SME RF or "Consultant Plus' with its template database.
• Read the contract yourself. Feel free to read it from start to finish. Pay special attention to the order of delivery and acceptance of services and the responsibility of the parties.
• Give the document for verification at least an accountant or even a colleague with a law degree.
• Think about what could go wrong. Perhaps the supplier's reputation is questionable or overly optimistic terms.
• Record any of your agreements on paper.
• Feel free to ask to simplify or describe in plain language a rule that you do not understand.
• Clearly prescribe electronic communication channels.

If you still see the risks “on the bank” and foresee that the transaction will not go according to plan, it is safer to contact a lawyer for at least a basic check. It will at least subtract the text and clear it of artifacts. As a maximum, it will “sharpen” the contract for work with negative situations that may arise due to unfair actions of the counterparty.