At some point, a client is going to ask to change a clause in your Virtual Assistant freelancer contract. This is perfectly normal and there is no need to panic. However, while a contract is just a starting point, knowing how to negotiate a clause and navigating the process can feel overwhelming – especially if you’re a new VA.
So to help you, Janet (the international contracts lawyer who wrote my VA legal docs) and I had a discussion about how to professionally deal with clients who want to change a clause and how to ensure you come out on top.
Originally a video interview, I had our conversation transcribed into an (eye-opening) abridged blog post for people who prefer reading over listening.
This is how to negotiate clauses in your contract without losing your cool or being taken advantage of.
First, let me introduce Janet Alexandersson
Janet Alexandersson is a Swedish freelance international contracts lawyer who specialises in negotiation techniques.
Which is very lucky for us.
I first met Janet when she came to a talk I gave at a nomad event in Gran Canaria some years back. We later went for dinner and I asked her if she would work with me to create the essential contracts and policies needed to run a legally-compliant Virtual Assistant business.
Janet agreed and what started as a chance meeting in the Canary Islands turned into a wonderful friendship and working relationship.
Now, here is what Janet has to say about the topic of negotiation and how to get the best deal when a client wants to change a clause in your contract.
Janet, what made you think Virtual Assistants needed negotiation advice?
Janet: In the VA Hadbookers Facebook group I see people reacting quite strongly to client pushback. Attention to detail, knowing when things aren’t right and that something is off is part of the strength of a VA but in negotiations and with contracts, it’s really two perspectives coming together to make a whole.
So the fact that a client is not entirely seeing your perspective or pushing back on something doesn’t really mean that you’re doing something wrong, or that there’s something wrong with what you proposed.
I really wanted to explain how you can kind of merge two perspectives to get the whole that you’re looking for – and to guard your interests while doing that.
Me: I think because VAs come from admin backgrounds where they’re used to taking instructions, they think clients must always be right and that they must do everything they want or ask for.
They haven’t yet acquired a business owner mindset so when a client says “can you change a clause in your contract?” they immediately panic!
Janet: And also, I think it’s easy to slip into working for them. But this is you negotiating the boundaries on how you’ll be working later.
So it’s important to differentiate between those two roles – representing yourself AND working for your client.
Which areas of a Virtual Assistant’s business do you think need the most negotiating skills?
Janet: I think defining the boundaries of what they will be doing, the actual remuneration (so what they’re going to get paid: the rates and any other compensations) and then with the clauses in the contract that are more general such as intellectual property, associates, hours, terms… things like that.
But also managing conflict – that’s something you do through negotiation.
Me: When people have asked about negotiation in the group, rates have definitely come up. They also often query the clause about using associates.
I know we decided to put everything in the freelancer contract that a VA might need This was done so that they could just remove what they didn’t need rather than not have something they may potentially need in the future.
But this sometimes confuses them. The client says, “oh, can you take the associate part out?” and they aren’t sure what to do.
Initially, I didn’t want my own VA passing work to someone I don’t know but now I’ve known her for some time, I trust her to hand tasks to an associate and sign them off before delivering them to me
So while I accept the associate clause now, at the beginning of our relationship, I asked my VA to remove it – and she was happy to do so.
As for the IP clause in the contract, I know you put the various ownership items in the sections you thought most likely each party would own – but they can easily be moved around.
I also remember you told me that a good way to think about IP was “would you want your client to take this thing that you have created for them and sell it to make money?”
If the answer is no, then the IP belongs to you and should be in the VA ownership section.
Janet: Yeah, that’s a good way of seeing it. And also you should differentiate between the contract terms and the price, so the contract terms such as the IP, what hours you’re going to work, how you’re going to work, what you’re going to deliver, who owns what… that is the negotiation part.
But the rate is the bargaining part.
When you’re negotiating everything else in the contract, you should keep in mind what your bargain is going to be.
For example, if you are making concessions that they own all the IP – and it’s IP that you could actually own – you have a bargaining chip.
Me: Aha! I don’t think even I would have thought about it like that, let alone a new VA!
Janet: So, if you’re agreeing to extra hours in your negotiation, that means that you can raise your price when you are bargaining.
You have to link these in your client’s mind for them to understand the value they’re getting and what you’re agreeing to so you have more to bargain with.
Me: I know you have repeatedly said in the Facebook groups when people have asked about specific clauses that a contract is just a starting point… it’s not fixed in stone.
The contract is for you and your client to determine what sort of relationship you’re going to have and that it should be amended for each client, depending on their requirements.
Janet: Yes. And also, the fact that your client is engaged and coming back saying “can we change this?” is them communicating how they want to work with you and how they see the relationship going forward.
So those are important indicators of how they’re going to treat you, and how they see your role within their business.
So if they come back and they say “this is wrong, we can’t use this clause”, your first question to them (in a kind way) should be “why?” Because asking this question very openly leads them to reveal what they really want, or what they’re afraid of.
Because there’s usually fear or something that they think they can gain by eliminating something. Ask them to explain because even if you think you know why it might not be the same “why” as you have.
Just say “what is the reason you want to change it?”
What simple strategies can Virtual Assistants use to get better results in their negotiations?
Janet: Asking why. The reason I want you to ask them why is because the client then has to articulate their why to you. And if they have a purpose that is not benevolent – if they have something nefarious going on, they will have trouble articulating that.
What I see happening is that they usually backtrack a little, because they don’t want to say out loud that they’re asking for something that’s going to be super negative for you.
They will usually step back their request or scrap it.
So you get them to kind of negotiate with themselves a little bit. You can do that either by asking why or by staying quiet while they explain so that you’re not interjecting or getting nervous energy into the thing.
So being quiet or asking why. And then, if you don’t get the right answer, ask why again. Keep repeating and trying to understand – and that allows them to talk themselves into a circle.
Me: And this is something you’ve seen in all your years of negotiation?
Janet: This works. It works on everyone, even in your private life (I would be sparing!) but it works.
That would be the main thing but also if the client wants to change something, allow them to propose the change.
So if there’s a clause they want to reword and they’re demanding that of you, it probably feels like you have to do the reworking – but if they want a redraft they should provide the new wording.
Me: This is great advice because what I see with the VAs – especially if they’re new – is that someone will say “how much do you charge?” and sometimes go, “oh, I’m £30 an hour but I can do it cheaper”.
They didn’t keep quiet. They didn’t wait. They didn’t say “that’s my rate” and then pause.
If you doubt your own contract, your own abilities or your own pricing… I wouldn’t want to hire someone who wasn’t really sure if they were worth the money.
Janet: I don’t remember the percentages now, but there is something called the Ackermann model of negotiation. Essentially, you always start above what your actual rate is – what your minimum is.
If your asking rate is £100 then you start with £150 then you can drop quickly down to something like £120. And then maybe you negotiate a bit more, and then you drop to £110.
Let your actual rate be your bottom line.
It also means that you’re probably going to catch rates that are higher than your bottom line quite often because sometimes people don’t bother to negotiate – they’re happy with your higher fee.
And then you should also keep something in mind from the negotiation that you could have said yes to, but you didn’t. Maybe they asked for one hour extra a week or a specific way of doing things that you could do, but you would prefer not to.
Then once you’re at your bottom rate, you say “this is the rate that I’m willing to give but I’m also willing to include (the thing from negotiations that you didn’t give them) as well.
When you’re bargaining for the rate, remember that the rate is not your only bargaining chip.
Bring something back that they wanted, instead of saying “I can’t go lower, let’s not work together” just add something that you know has leverage to them but doesn’t really matter that much to you.
Me: Wow. We just aren’t used to thinking about it in this way. As employees, we’re used to being told what to do and just accepting the terms.
I remember talking to you once about negotiation and you said that you need to know what it is that you want to come out of the room with – have an idea of what you’re willing to accept (and what you won’t) before you enter into any negotiation.
Janet: Yes. Having a really clear idea of how you want to work with your client is very good to have before you step into the negotiation part of the contract. What are the things that you cannot do simply because of your insurance or your personal conditions, for example?
Then for the negotiation part, I think you should also practice.
The best way to practice is to go through everything you’re subscribed to – in your private life or as a business – anything you’re paying for, and go to those companies and negotiate a lower rate.
Me: Okay. God, that sounds a bit scary.
Janet: Say you’re an annual customer of something that you like very much. You still want to continue but you found a competitor that seems to be offering the same thing at a lower rate, then ask the company whether they have a more competitive offer for you.
Trying this will save you a lot of money because some of them are going to say yes, especially if they’re digital subscriptions.
What are the main things you would like Virtual Assistants to remember when it comes to negotiation?
First, your client is looking out for themselves.
So when they are asking you for something or want to change something in the contract, that is only for their benefit.
They’re not looking out for you.
So that is them asking you out, you’re asking them out, and once you’re in the relationship you’re both looking out for each other – and that’s what the contract should be guided towards.
But you have to look out for yourself first before you’re in the relationship.
Then… everything is negotiable. You can be as flexible as you need to be to get what you want.
If you start looking at the contract as something that is more geared towards how you want to work with your client, instead of “I’m avoiding a lawsuit”, it will become a document that serves you.
In many cases, I say that “law is behaviour modification” – and this is your chance to modify your client’s behaviour.
By setting the boundaries, expectations and how you work together you allow them to become better clients, and modify their behaviour. And the intention behind the behaviour modification is what you would address in a lawsuit. That is why we have laws to begin with – to modify people’s behaviours.
So you might want to write something in the contract that wouldn’t really be something that a court would care about, but you would. Like, maybe the client isn’t allowed to email you at the weekend.
Basically, any boundary that you find necessary for you to work well together, can be in the contract.
Me: You can just write it in yourself?
Me: And it’s legally binding because it’s in there?
Janet: It’s not necessarily legally binding, but it’s going to feel binding towards your client.
So you can add that to your appendix or your Statement of Work to say, “this is how we are going to work together. This is how the collaboration is. This is how we’re available to each other.”
Me: Sometimes a VA might say “I might want to raise my rates later but it’s not in the contract”. And I just say “well, put it in then.”
We couldn’t put every single thing in the world without it being a whopping great contract. But it’s still okay for them to add that they have the right to raise their rates later.
Janet: But even if they don’t write that in, they have the right to end that contract and raise their rates in the future. They can still make that request.
Me: I think some people think if it’s not in the contract, they can’t do it. Or they’re quite fixed-minded about it. VAs are quite detail-oriented people!
Janet: Also, you can add another appendix, and call that section “working relationship” or something like that. Outline the more nitty-gritty stuff that’s important for you and lets the client know your boundaries.
Me: Would you put that in the contract, or just in the Statement of Work/T&Cs at the end?
Me: Sometimes how people act around the contract and how they behave towards you at this point makes you query whether you really want to work with them. As you said, it’s a good indicator of what that client is going to be like – your working relationship.
Janet: Yeah. And I think they’re operating from the same place as you are, it’s scary to sign a contract. It’s something they’re afraid of. That’s why they’re pushing back.
So you need to find out what they’re afraid of, and a way to assure them that that is not going to come to pass. Maybe that is by changing the language, but sometimes it’s just having it out in the open.
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