I recently visited a company that had swanky offices in a part of town that is rapidly becoming a digital centre and instead of a sign in book, there was an iPad with the document to be signed before proceeding.
Now, I hate terms and conditions documents that are prohibitively long and complicated, especially when they are for commonly used, updated or evolving services. You all know the ones, the likes of Adobe’s, iTunes and certain Windows updates, to name but a few.
We have all done it, clicking next, next, next to get to the bit where the damn thing just installs.
I now know that the agreement was a non-disclosure agreement that is binding for two years from the date of signing!
Well, this morning I received an email from that company I visited attaching a copy of the agreement I had signed.
I now know that the agreement was a non-disclosure agreement that is binding for two years from the date of signing!
I remarked to my host on the day that the thing was very long to read at the time, as I had arrived on time for my meeting but did not want to be late for the sake of having to read this blasted thing. I complained that it was more than a thousand words (a slight exaggeration, as on examination it was 890 words, though with 10 sub-clauses) and unlikely to be read by most. He looked at me askance and said no one had ever mentioned it to him before and that he didn’t know what it was.
On actually reading the thing properly — one single reading taking me 4 minutes and 24 seconds, without going back over it in any detail whatsoever — I see that not only is it an NDA, it asks me to acknowledge something which is highly subjective matter of opinion skewed in favour of the company using the NDA, and also requires me to submit to the authority of a court in a foreign jurisdiction for any dispute resolution arising from the agreement.
How ridiculous is this?
The company must be commended for actually producing the agreement for review when it was queried, but its usage in the first place must be questioned, not only for its unwieldy nature, but also for its questionable clauses.
This is an increasing symptom of the litigious nature of business, but also of the increasing divorce from reality that legal departments seem to experience. For example, one of the earlier cited examples, the iTunes Store Terms and Conditions, something to which any user must agree, runs to more than 5,000 words. Do users really read these every time there is update? And if they do not, what are the legal implications of tacit agreement, if user is unaware of the content? By the pace at which I read the NDA, that would mean more than 25 minutes of reading.
With these kinds of agreements popping up in places where people are not likely to actually read them, the risk is that some court somewhere is going to acknowledge that people do not read them and therefore possibly declare them invalid as a result.
It may be time to see if there is a better way of doing things that allows people to be aware of what they must agree to without having to resort to between 800 and 5,000 words of legalese at regular intervals.
Ltd
