Discover Invoice Terms and Conditions Wording Examples for Legal

Invoice terms and conditions wording examples for Legal

hi there my name is zarina and today i am going to take you into the secret language of lawyers and teach you a little bit of legalese so that you can translate the contract terms and conditions that you are probably finding in your own contracts first measure force measure is a way for a party to be able to say to another party that oops something happened that i had no control over and i need a way to pause our contract for the time being because i cannot fulfill my end of the contract and if enough time passes by it will allow us to be able to act as if the contract didn't happen like usually that's what a force measure is now force measure clauses the they're kind of like um insurance clauses and we try we hopefully don't ever have to use it because enforced measure classes we usually lay out what are the external things that could happen that could derail our project so for example usually they're like acts of god so um if there was for example we live in vancouver so earthquakes if there was an earthquake that prevented things from happening strikes and all that kind of things without a force measure clause we may be on the hook for us not being able to fulfill our end of the bargain so for example this happened quite a lot actually in the fashion industry so because of the government lockdowns and because of the pandemic and because basically the global supply chain it broke down and so a lot of manufacturing companies couldn't fulfill their end of the bargain of providing fashion suppliers with the actual items for the season without a forced measure clause what would happen is that these manufacturing companies would end up being on the hook to the fashion suppliers for the damages that the fashion suppliers would likely have because the fashion suppliers did not have their items ready for the customers who actually wanted to purchase it indemnity okay so when you see an indemnity clause what you're seeing is party a trying to be responsible for party b and the losses and the damages whatever injuries party b might have because of party ace actions or inactions so for example you are a website designer and you expect your clients to give you some photos so that you can input it into their website so hopefully your clients will be providing you with either pictures that they have copyright for or images that they have licensing to things like that so you might want to have an indemnity class there just to protect yourself in case the client forgets that oh they actually provided you with something that they didn't have the right to be able to use commercially so the indemnity clause will protect you just in case a third party comes and says hey website designer why are you using this image that's not for you to use or you know something like that consideration so when you see consideration in a contract it just means what is being exchanged between a party a and party b so consideration doesn't necessarily have to be money it usually is a money exchange but it can also be something like a service exchange or it can be in kind so for example someone provides you a service and then you're going to provide them with 10 cookies you know it can be like that and it can be quite odd like people might think that oh wait a minute like why am i trading my horse for your paper clip but as long as the parties agree with it generally like that would be considered okay because presumably each person valued whatever they are exchanging and these neas are non-disclosure agreements aka confidentiality agreements usually you will find this in a contract where there's a settlement for example and you're trying to keep the terms of the contract so between you between the other person the other person's lawyers so that's an nda non-disclosure not your available and maybe you don't want those handouts to be circulated to the world or to be used for the portfolio of the independent contractor that you're hiring so you might want to put an nda there to keep not necessarily in terms of the contract confidential but the end product of the contract confidential severability the severability it just means to be severed to be cut off of everything usually you'd find a severability clause all the way at the end of a contract so without a severability clause the concern becomes what if a court finds that there is a term this contract that is not going to be valid because the laws have changed or because we find it unconscionable so the danger becomes that the entire contract because of one term will no longer be valid so a severability clause that's when that kicks in and it basically asks the court of court honorable justices if ever there is going to be an issue because of this one term please pretend like this term doesn't exist and keep the rest of the contract of course there are different tiers of severability so it can be just asking the chord to just pretend that this turn doesn't exist at all it can also even be as varied as a chord you can read this down so when we're asking the chord to read something down we are asking the court to interpret a clause so that it can be valid so say for example there's something in the contract that says that if ever there's a dispute between the parties that we're going to go to an arbitrator instead of the courts and the arbitrator happens to be in the netherlands let's just say for example that was the class but then the courts decided that oh wait a m wait a minute like this is a this is too much this is unfair this clause is invalid and that's when the severability clause kicks in and that clause it says that oh this has to be arbitrated in the netherlands we just pretend it doesn't exist and we read the contract as a whole entire agreement entire agreement what that basically means is if ever we have concerns about what this contract actually means we're going to keep things as what is within this four corners of this document and whatever we've attached to it so what that means is that all of the things that we talked about before this contract and its attachments were signed and all of the things that we will talk about after this contract and its attachments have been signed all of those we're not going to worry about them we're not going we're going to pretend that they don't even exist and really all that's going to matter is what is in these four corners subject to so subject to makes us be more visual so when we see subject two usually we would have it as a phrase like subject to section number and then blah blah blah blah blah so what that means is basically you'll you'll imagine the contract as if you visually cut it right so you're gonna put whatever is after the subjective section blah blah blah so whatever you'll take that and then you'll put it underneath the section that they referenced and then that's basically what that means so it's it's a bit clunky and it can lead to a lot of confusion and especially if things were copy pasted and so things might not be cross-referenced properly um so there can be some issues with that sometimes it is necessary you you can't get away from it but that's basically what it means you're just visually cutting and pasting whatever comes after that into the part that is referenced liability liability is when you are responsible to compensate another person in case x y or z happens usually we'll find this under like a limitation of liability heading or even a disclaimer heading and basically what that tries to do is it tries to limit how much a party is responsible for to the other party in case there are damages so say for example someone is an event planner and in this event it's a fundraising event and there may be handing out alcohol or food right so a limitation of liability can can come in so that a this person that isn't going to be liable to anybody in case someone gets food poisoning or someone gets too belligerent and there are stuff that happens to the place there's property damage etc etc so the limitation of liability comes in in order to limit how much the event planner will have to pay out to maybe the people who get hurt because of whatever happened in that event that they had planned warrant to warrant means to guarantee something so in law there are things that are express warrants so these are things that you expressly lay out in your contract that i warned this i promise this i guarantee this and then there are things that are implied warrant so these are things that may not be in your contract but the law puts it in there anyway because it thinks that it's necessary for those types of contracts so for example this actually is used a lot for anyone who does retail or for someone who provides a service so there's this thing called merchant ability and what that means is you're basically promising that whatever you do or whatever you're creating is good for its purpose it's good to be sold thank you so much for watching hopefully you learned a little bit of legalese there and if you found this video helpful make sure you hit like and share it with your friends and if there's a contract term that you would like me to cover in the future make sure you leave a comment below and until then i'll see you next time cheers