As a new calendar year is upon us, the ongoing effects of COVID-19 continue to impact businesses—especially small, individually owned ones. One thing entrepreneurs and the self-employed (present company included!) now have to navigate in the new normal is how to ensure their business contracts are pandemic proof. We caught up with Canadian lawyer and founder of AWE Contracts, Darielle Teitelbaum, to get her sage advice around “COVID contracts,” “pandemic clauses” and more—trust us, her insight is priceless! —Vita Daily
*Please note: none of these responses should be construed as legal advice; if you have specific legal questions, please contact your local lawyer. Also, all contracts mentioned are offered on awecontracts.com.
Hi Darielle! Please tell us a bit about yourself to start.
Hi everyone! I’m a business lawyer based in Toronto, Canada, and the founder of AWE Legal, a boutique law firm that services athletes, wellness professionals and entrepreneurs (AWE). I recently launched AWE Contracts, an online shop of downloadable, easy-to-use and affordable legal contract templates for Canadian entrepreneurs. I’m also an entrepreneur like many of my clients, and have combined my passions for fitness, creativity, writing and advocacy to create my businesses and a unique legal experience. I’m a runner, a spinning instructor, an actor, writer and lover of all things adventure and travel. A huge part of my practice and offering is education and making law accessible to my community, so I often host workshops, webinars, teach at Ryerson University’s Start-Up School and love speaking on panels and podcasts in order to make the legal side of business less intimidating.
When and why did you launch AWE Contracts? What products and services do you provide? What niche did you aim to fill by starting the company?
I launched AWE Contracts in September 2020, not foreseeing that COVID-19 would be (and continues to be) our reality. My goal with both businesses is to make law accessible and approach legal services in a way that people in creative and entrepreneurial spaces would feel comfortable with. I launched AWE Contracts as a means to provide legal protection to those who may not otherwise have access to reliable contracts. Often entrepreneurs use templates they find online drafted by American attorneys and that aren’t tailored to their industry. Hiring a lawyer is expensive, can be scary, time consuming, and often the typical business lawyer doesn’t have expertise within creative fields to know the ins and outs of the business. After working with creatives, wellness professional and innovative entrepreneurs in my own law firm, I’ve come to learn the realities of these fields and what’s needed to truly protect a photographer, fitness trainer, graphic designer … and the list goes on. AWE Contracts provides templates that are easy to use and brand, but the best part is that we have curated the contracts that you need to get started with our Contract Kits, so you can feel protected and professional. The contracts are drafted in plain English, can be tailored to your business policies, and offer comprehensive legal protection drafted by me, a Canadian lawyer working in these fields. AWE Contracts offers Canadians the contracts they need to protect themselves in today’s business realities, with online courses, social media and new technology emerging.
Needless to say, COVID-19 continues to impact businesses, especially small, individually owned ones—our own included! In your work, what are some of the top challenges you’re seeing small-business owners, entrepreneurs and the self-employed facing?
It truly is such a difficult time for everyone, especially small business owners. Some of the hardest challenges I’ve seen are the businesses that have been forced to shut their physical spaces, especially the fitness community, and transition to online offerings. All of a sudden you need to create user-friendly online platforms, potentially implement membership programs, or offer live or pre-recorded classes. Product-based shops have had to put all their inventory online and create innovative ways to stay afloat. For industries that rely on gatherings it has been tremendously challenging, such as the events space. There are disputes around rescheduling services, postponed events, and outstanding fees owing. Another challenge for entrepreneurs is the lack of exposure or in-person networking with so many events cancelled. I know personally, I love speaking at panels and attending community events, and with that gone so much promotion and sales is being pushed online. With that said, there has been so much creativity and resilience and a lot of my event planning clients are thriving by creating other online offerings, courses, and hosting digital conferences.
You’re an expert/specialist in business contracts: how have you seen COVID-19 affect these, and what can we do to ensure our business contracts are pandemic proof, whether it be cancellations, pivoting to digital platforms or online services, or adapting to additional health measures?
When COVID-19 hit, the majority of businesses were impacted, especially those without clear cancellation and rescheduling terms or without contracts at all – which is more than you would think! In those cases, money was lost, contracts were postponed or cancelled, and there were no procedures in place to deal with these changes. The best way to ensure your business is protected is to plan for the worst! I know it sounds scary, but it actually provides peace of mind when you’ve accounted for the worst-case scenario and both parties understand the protocol and have signed off on it. So, depending on your industry, it may mean non-refundable deposits, “x” number of days’ written notice to cancel the contract, outlining any requirements for rescheduling and adjusting expectations and deliverables timelines accordingly. Having a Force Majeure clause is also recommended, although now that COVID-19 is not an “unforeseeable” event this clause wouldn’t be effective today, but is useful to account for any other natural disasters. Being online is certainly a great option to give you more flexibility and independence as an entrepreneur during a pandemic where we’ve encountered mandated lock-downs. Even as you operate online, you want to ensure your contracts are comprehensive and account for pandemic related realities, such as early cancellation, rescheduling and being unable to provide services on time. The more you can cover yourself for, the more confident you’ll be if and when those situations arise. My recommendation is to integrate your contracts into your client onboarding process, and since AWE Contracts are customizable, you can really brand the experience and start your professional relationship with clear communication from the start.
What about those looking to launch or make changes to their business in 2021? Anything special they need to do or be aware of when it comes to contracts?
First and foremost, make sure you use contracts! Now more than ever we need to outline the terms of service, payment policies, refunds and cancellations and behavioural requirement online (to name a few). I think that contracts have always been crucial to any professional business, but with more and more online platforms being integrated into our service offering, it is also important to account for privacy, consent, and intellectual property ownership. For example, if you’ve pivoted to hosting an online course, you will want to outline who owns your course materials, ensure participants understand it’s their responsibility to read the terms and conditions of any third-party platform you use (such as Zoom), and outline any confidentiality requirements within the program. Ultimately, you want to limit your liability (fancy way of saying, your responsibility at law) should something go wrong. It’s also important to ensure your contracts adhere to any health policies in place at this time. For example, if you offer in-person services, you can have clients sign a COVID-19 wellness questionnaire, and ensure you’re following any legal requirements in your city, such as mask requirements, 6 feet distance, etc. Make sure your contracts account for the realities of how you’re running your business, so as you use more technology and new platforms, ensure your clients consent to those tools where appropriate.
Continuing in this vein, can you help us better understand what a “pandemic clause” should look like in our business contracts moving forward? Where do such clauses apply (in what kinds of contracts)? How can business owners determine if they are covered for a pandemic with their current contracts?
Pre-COVID-19 a “pandemic clause” is what I referred to earlier as a “Force Majeure” clause. These are unforeseeable circumstances or events beyond the control of the parties that prevent either party from fulfilling a contract. Typically, this includes natural disasters, war, and other “acts of god”. It is hard to invoke this clause in practicality because “global pandemic” or “state of emergency” should be listed in your clause definition (which wasn’t standard pre-COVID-19), and it needs to materially impact your fulfilling the contract. Another requirement is that it’s an unforeseen event, so now that we all very much know about COVID-19, this clause won’t be enforceable. It still covers you for other events and should be included in standard contracts. So, the “pandemic clause” we are now using has more to do with incorporating a robust cancellation and rescheduling policy within your contracts. Certain industries require more detail, such as photographer or anyone in the events space. I would say you need very clear terms around how to reschedule a wedding shoot, the cost to move dates, what happens if the photographer is no longer available etc. The more detail in your client services agreement the better!
What other tips can you give business owners in terms of what they can you do to protect their business during this time? Is it even possible to protect ourselves, legally, now that we live in a reality where the unthinkable has happened?
Nothing is ever absolute in terms of legal protection, but there are definitely steps to take that will prove you did your due diligence and acted as best you could during these times. For legal protection you can consider incorporating your business, getting the appropriate insurance, and lastly having solid contracts. Also, having a solid waiver of liability is key if you’re hosting online events or programs where participants could injure themselves, get exposure to COVID-19 or experience financial loss or damage. I can’t stress the importance of having things in writing, because not only is it a reference point for both parties, but it makes your business look professional and shows you’ve taken the time to explain your policies and how you do business. There’s no guessing about who owns what, how you like to get paid, when feedback is due, etc. It really streamlines your operations and gives you a sense of security. Things may slip through the cracks but having clear communication with your team (with independent contractor agreements) and clients (client services agreements) is crucial to building good relationships and ensuring services are done to the best of your ability. It’s also important that if you have a website your terms and conditions and privacy policy are easily available. This is another opportunity for you to set out your terms of use of your site, what apps and platforms you use, and any refund policy or affiliate program you may have. My tip, especially for creatives or content creators, is if you usually don’t take deposits, I recommend that you start to and include it in your contract. Especially since contracts are unpredictable these days and may get postponed, you want to ensure you’re compensated in advance for any money or work that you’ve laid out or even the time you’ve set aside for the project.
Final, personal question: as a small-business owner yourself, what’s the number 1 or best thing you’ve done or step you’ve taken to adapt to our new reality?
The best thing I did was to expand my team. I know it seems counter-intuitive, since we can’t meet in person, but having a virtual assistant allows me the flexibility to grow my businesses and also provides a sense of community at a time where things feel isolating. Whereas before I may have been working alone, I was still meeting with clients and colleagues a lot in person. Now, having an assistant, I know that I have someone to speak with daily and I am responsible to delegate tasks to her, and that keeps me accountable. Whether or not you’re in a position to hire someone, I do think it’s key to have intentional social interactions right now. I have made a point to go for walks and connect with my entrepreneurial community in some way, since in-person events and connections aren’t an option currently in Toronto. I think keeping that community feeling alive is so important, and many entrepreneurs have done an amazing job with online offerings and virtual coffee hang-outs. I am a huge advocate of exercise and taking time for yourself to recharge. Say no to whatever isn’t authentic to your vision or well-being, block off time to get into nature somehow, and for me, winter running has been the best for my mental health. I hope everyone stays safe and healthy and keeps pursuing their goals, because we can’t wait for this to be over. This is our reality and we will come out of it stronger, more resilient and empathetic. Thanks for taking the time to get to know me, and if you’re looking to connect please follow @awecontracts and @awelegal on Instagram.
Win! $200 Towards A Contract Kit Tailored To Your Business Venture From AWE Contracts!
Congrats Gabriela C. of Toronto, ON, who will receive $200 to be used towards a contract kit tailored to their business from AWE Contracts! Please note: if you are the winner, you will receive a DM (direct message) in Instagram directly from @vitadaily.ca. Please be wary of fake accounts, which often use similar handles with an extra or missing letter, number or symbol. We will never ask for a payment or for your credit card number, and we will never ask you to click through a link. If you are unsure whether you have been contacted, via Instagram, by us or a fake account, email us before responding.
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