Ask HN: How do you write a “Terms of Service” for your startup?
14 comments
If you were to pay a lawyer for this, they'd most likely give you back something based on a template from their library—it's highly unlikely they'd be drafting it from scratch. So it shouldn't cost you more than an hour or two (should be under $1,000) for them to reach into said template library and "fill in the blanks." This assumes you're not running a marketplace (e.g. "Uber for X"), or a porn site, or are doing anything involving cryptocurrency, in which case it probably needs more time and attention.
If you're paying someone for incorporation services, they may have a "starter pack" of standard agreements.
In the past, I've also used templates from this book: https://www.elsevier.com/books/the-it-digital-legal-companio... But I think it's somewhat out of date at this point, unfortunately.
Any legal advice is going to have concerns that are state-specific to where you're doing business. Beware of re-using a template or an agreement from businesses that would be sued in a different place than you would. And if you're actually worried about getting sued, insurance—specifically, an "errors & omissions" policy—is going to provide better protection than anything in your T&C.
If you're paying someone for incorporation services, they may have a "starter pack" of standard agreements.
In the past, I've also used templates from this book: https://www.elsevier.com/books/the-it-digital-legal-companio... But I think it's somewhat out of date at this point, unfortunately.
Any legal advice is going to have concerns that are state-specific to where you're doing business. Beware of re-using a template or an agreement from businesses that would be sued in a different place than you would. And if you're actually worried about getting sued, insurance—specifically, an "errors & omissions" policy—is going to provide better protection than anything in your T&C.
Few options I’ve used.
1. legal zoom business advisory service which give you access to lawyers for free document review (under 10 pages) or 30 minute consultations with lawyers for about $40/month. I think they have a yearly plan that is even cheaper.
2. Rocker lawyer also provides free document reviews by lawyers for a yearly plan.
Both legal zoom and rocket lawyer were useful for TOS and privacy policy and occasionally review NDA, etc.
3. Base camp ToS and privacy policy are available online and free to use
https://github.com/basecamp/policies
Edit: fix typo
1. legal zoom business advisory service which give you access to lawyers for free document review (under 10 pages) or 30 minute consultations with lawyers for about $40/month. I think they have a yearly plan that is even cheaper.
2. Rocker lawyer also provides free document reviews by lawyers for a yearly plan.
Both legal zoom and rocket lawyer were useful for TOS and privacy policy and occasionally review NDA, etc.
3. Base camp ToS and privacy policy are available online and free to use
https://github.com/basecamp/policies
Edit: fix typo
Thanks for the link to Basecamp's policies! I think that's exactly what I was looking for.
If you are a nobody and just starting out, I suggest look at other similar companies and get inspiration from their TOS etc. For example, a lot of B2B SAAS companies have similar DPA (Data Process agreements) and you can copy from a similar company and tweak. This may be unpopular opinion though but I think it is good enough IF you don't want to spend money and you are just starting out (risk of anyone caring is almost 0). Obviously don't lie but you ca use similar sections. For example, here is hubspot's DPA:
https://legal.hubspot.com/dpa
For the section "sub-processors", replace it with the ones you use for your startup and keep similar wording as needed.
Once you are up and running and have real customers with money coming in, get a lawyer to review and edit as needed.
https://legal.hubspot.com/dpa
For the section "sub-processors", replace it with the ones you use for your startup and keep similar wording as needed.
Once you are up and running and have real customers with money coming in, get a lawyer to review and edit as needed.
(Not legal advice). What does your business do? What stage are you in (e.g. pre-revenue)? And what data are you collecting from your customers?
If you are very early-stage and not collecting sensitive data, one place to start is looking at the TOS & Privacy Policies at similar companies. While you should not copy these exactly (which could trigger a claim of copyright infrigement), you can make changes that make sense for your business. If you are collecting sensitive data (financial info, SSN, etc.), then you may want to engage a lawyer, especially if you are in California.
If you are very early-stage and not collecting sensitive data, one place to start is looking at the TOS & Privacy Policies at similar companies. While you should not copy these exactly (which could trigger a claim of copyright infrigement), you can make changes that make sense for your business. If you are collecting sensitive data (financial info, SSN, etc.), then you may want to engage a lawyer, especially if you are in California.
Get a lawyer to help with this. They are the experts and can help with this. The TCO is justified when you look at the long run and the risks that a legal team can help you minimize.
I am in the same spot as you. I was once a lawyer. Lawyers almost never create anything from scratch. They edit other docs or combine pieces of docs to create what they need.
I'm thinking of finding a similar site and editing their ToS and PP to make it my own. I'm sure real lawyers will say this is a bad idea but there is no alternative. I've also heard that sites like Termly are not good. One you have the funds, it makes sense to get a lawyer to help you out.
I'm thinking of finding a similar site and editing their ToS and PP to make it my own. I'm sure real lawyers will say this is a bad idea but there is no alternative. I've also heard that sites like Termly are not good. One you have the funds, it makes sense to get a lawyer to help you out.
A long time ago I found a few companies like ours and combined their terms of service. The idea was that because I combined them I wasn’t plagiarizing. Most Eula/tos are pretty formulaic anyhow. Just ensure you find ones for your legal district.
They're just text documents, how could they be hard to self-host?
Anyway, Termsfeed[0] allows self-hosting.
[0] https://www.termsfeed.com/
Anyway, Termsfeed[0] allows self-hosting.
[0] https://www.termsfeed.com/
Thanks fir the link to Termsfeed! At least it has one-time pricing and self-hosting, that's great.
Termly in particular seems to go out of their way to present the terms as an HTML/CSS/JS combination that is surprisingly hard to put into your own site.
Termly in particular seems to go out of their way to present the terms as an HTML/CSS/JS combination that is surprisingly hard to put into your own site.
If you're not super well funded, many startups just copy and paste bits and pieces from existing ToS they find online and hope for the best.
The most effective terms of service need to deal with the specifics of what your business does - in other words, the core domain.
In the context of a typical startup, terms of service are essentially contracts between your business and your users, and there is a typical format for these types of contract. Most will start with an explanation of who the parties to the contract are and the defined terms that will be used throughout.
The main commercial terms come next - these are the ones that should deal with the specifics of your core domain. An effective lawyer should be discussing your business with you in depth to understand what it does, and to identify what (if any) legal rules will apply to it. For example, a startup selling travel policies in the UK may need to comply with ABTA requirements, whereas one selling directly to consumers (rather than to other businesses) would need to comply with any consumer contract regulations. Outside of specific legal requirements your lawyer should also consider how your business operates and the point at which liability might arise and how it could be mitigated. Looking at the startup from your profile, I would want to delve into topics such as “what happens if a comment is not recorded or displayed properly and this has consequences for the rest of the team” or “how do you maintain confidential information while sharing comments amongst users” etc.
The remainder of the terms need to deal with the general obligations that a company and user might have to one another (again using your startup - how and when is payment? What happens if payment is late? How long do you retain deleted account data?). There is also a bunch of more general contract law stuff which is often included (region dependant) which deals with issues like “where are disputes heard?” (the ‘jurisdiction’ clause) and “what happens if we don’t do something we said we will do on our terms?” (the ‘no waiver’ clause). This is commonly known as boilerplate and is often overlooked, sometimes with dire consequences.
It’s unfortunate but true that many lawyers will take on the job of drafting terms without even understanding the above separation of concerns and instead dish out a template which only really deals with parts 1 (who) and part 3 (general stuff). The real value of engaging a lawyer lies with complex domains (finance, IP, consumers). Your startup seems fairly straightforward and low risk to me and there is no reason you cannot draft a set of terms yourself to get going. I suggest looking at a few similar sites - not to copy but to understand how they do things and to then try and write your own using similar principles to those above. Probably the same way you read open source code to see how others do what they do.
For a simple comparison, consider this - terms of service are kind of like CRUD apps. There’s a server, a user, a bunch of boilerplate (auth, create, read, upload, delete) and then hopefully some detailed business logic which actually does something useful.
In the context of a typical startup, terms of service are essentially contracts between your business and your users, and there is a typical format for these types of contract. Most will start with an explanation of who the parties to the contract are and the defined terms that will be used throughout.
The main commercial terms come next - these are the ones that should deal with the specifics of your core domain. An effective lawyer should be discussing your business with you in depth to understand what it does, and to identify what (if any) legal rules will apply to it. For example, a startup selling travel policies in the UK may need to comply with ABTA requirements, whereas one selling directly to consumers (rather than to other businesses) would need to comply with any consumer contract regulations. Outside of specific legal requirements your lawyer should also consider how your business operates and the point at which liability might arise and how it could be mitigated. Looking at the startup from your profile, I would want to delve into topics such as “what happens if a comment is not recorded or displayed properly and this has consequences for the rest of the team” or “how do you maintain confidential information while sharing comments amongst users” etc.
The remainder of the terms need to deal with the general obligations that a company and user might have to one another (again using your startup - how and when is payment? What happens if payment is late? How long do you retain deleted account data?). There is also a bunch of more general contract law stuff which is often included (region dependant) which deals with issues like “where are disputes heard?” (the ‘jurisdiction’ clause) and “what happens if we don’t do something we said we will do on our terms?” (the ‘no waiver’ clause). This is commonly known as boilerplate and is often overlooked, sometimes with dire consequences.
It’s unfortunate but true that many lawyers will take on the job of drafting terms without even understanding the above separation of concerns and instead dish out a template which only really deals with parts 1 (who) and part 3 (general stuff). The real value of engaging a lawyer lies with complex domains (finance, IP, consumers). Your startup seems fairly straightforward and low risk to me and there is no reason you cannot draft a set of terms yourself to get going. I suggest looking at a few similar sites - not to copy but to understand how they do things and to then try and write your own using similar principles to those above. Probably the same way you read open source code to see how others do what they do.
For a simple comparison, consider this - terms of service are kind of like CRUD apps. There’s a server, a user, a bunch of boilerplate (auth, create, read, upload, delete) and then hopefully some detailed business logic which actually does something useful.
There are services out there to help with this (Termly, etc) but they all charge monthly fees just to host these documents and they make it hard to self-host.
How can a bootstrapped startup with no access to legal advice put together a barebones but meaningful ToS/PP without spending too much money?