A bit of free legal advice: you shouldn’t rely on others’ contract forms without having a lawyer review them for your own needs.
There are a number of potential issues with this contract from a freelancer’s point of view:
* It’s generally pro-customer form and is missing certain protections like a limitation on the amount of direct damages
* Lots of capitalized terms are not defined—for example, there is no definition for the freelancer’s preexisting works which are to be excluded from the assignment of IP ownership
* The company gets to decide how much to pay the freelancer if the contract is terminated before the project is complete—it’s more common to have this be based on T&M rates or something more objective
IANAL but the way our in-house counsel explained it to me is that a pandemic shouldn’t necessarily be a force majeure event, which is about the inability of the parties to execute the contract.
A pandemic would cause a force majeure if the work can only happen onsite and the government has shut down the physical offices.
A pandemic may cause a force majeure for a solo contractor if they catch the disease and are in the ICU.
A pandemic would not cause a force majeure because a company has decided to rethink its priorities as a result of a pandemic.
So a pandemic is covered by the concept of a force majeure without being explicit. The again, we were arguing that the pandemic isn’t/wasn’t force majeure so someone else may have other opinions.
Bizarre ... I'm using incognito mode on Firefox, I'm not logged in, and I can read this. I don't know what's different about your setup so I can't comment, but it's definitely not asking me for a login.
Medium's login wall comes up after you have read a few articles. I assume you refresh your Incognito every little while, so you never reach that threshold.
Or you could stop clicking on Medium posts, even when their presence here on HN suggests that the submitter thought the content might be useful, valid, valuable, or interesting.
Delete and block cookies for medium and it'll never bother you.
(Edit) As the other user says, click on the https lock icon and it gives you the option to remove cookies - block _and_ remove them.
Get at least 50% upfront for fixed fee projects. I always take 100%. Clients can be very inventive when it comes to withholding payment, and freelancers can't afford the time to arbitrate/sue. Companies know this and will bully you into accepting their terms. Walk away.
Take some deposit so there is a degree of security and a degree of risk for both parties, sure. But full payment, up-front, with nothing to show for it? That seems entirely unreasonable and I can't understand why any rational client would ever accept it, unless maybe you're some sort of super-freelancer who's uniquely qualified and obviously in high demand.
So you're not really demanding 100% up front, only after you've already established the relationship and delivered some value during an initial consultation period? That is a different proposition.
Is it? I don't have a retail shop and a menu or anything; I need to have some conversation to propose the work and timeline. That's all I'm saying. A couple of free hours of estimating and discovery.
I assume everyone goes through this? Are folks getting work with no contact at all?
OK, that's not what I thought you meant, then. I thought you were referring to the kind of engagement where you have some sort of initial "getting to know you" phase to clarify things like project requirements and contractual structure before moving on to the main project itself. That initial phase would usually be a paid engagement itself, though not necessarily on the same basis as the main project, lasting a significant amount of time.
In the situation you're describing, I find it baffling that any rational client would accept your terms for anything but the simplest and most expendable engagements. If you can get them to, good for you, but how do you get it past their legal team? Or are you only working with small clients who might not get your terms reviewed before accepting them?
Then I'd walk away from your deal. The main way I get what I want is by not being desperate, and by doing a great job. Most of my business is referral. I'm a known quantity.
Also, I encourage against fixed fee and prefer agile/retainer. If clients insist on fixed fee, they pay more, in full.
Definitely don't use it without having your own lawyer review it in the relevant jurisdiction(s), but then that's true of any legal document you find online.
As a non-lawyer who has worked with client contracts, I would be asking questions about the basis for payment on early termination, timing of IP rights transfer, IR35 (if working in the UK), etc.
> I personally ask for a 25% deposit on all projects (not monthly retainer clients).
I think you have to be a bit sensible about this one. I've worked for Salesforce and Warner Bros and I think it highly unlikely you would get the finance department to go along with this.
> I think it highly unlikely you would get the finance department to go along with this.
It usually involves convincing the customer at the company to convince his purchasing department that a (dummy) pre-project is needed (call it whatever, feasibility study, prototype).
You absolutely can. They can afford it. Can you afford to walk away? If they can tell you're thirsty, they'll convince you you're a dime a dozen and rake you over the coals. That's finance's job; but everyone else's job is to get the work out of you. Work around finance.
Companies of that size are going to have standardized contracts and take it or leave it terms. 'Finance' (really procurement) does not have the time or bandwidth to sit there and negotiate terms & conditions with individual freelancers- anything you proposed would have to be run by Legal, then get redlined, etc. You can't negotiate with them
I disagree. I negotiate all the time, and often even get companies to use my contract or at least incorporate many of my terms.
Edit: If you aren't ready to say "sorry we couldn't make a deal" and bail, you'll never know what finance is willing to do. They have a lot more time than you.
Edit 2: biggest lesson for me: "these are our standard terms, we don't negotiate them" is just words! You get to use your words back. That's negotiating. I can say "I always accept payment in full prior to starting". Neither are laws of physics, right?
> I negotiate all the time, and often even get companies to use my contract or at least incorporate many of my terms
With what size companies? I am also self-employed, and also negotiate all the time, and also frequently get companies to use my contracts or agree to my terms. It just stops working at a certain company size, unless you are really providing something rare or unique.
The discussion was not whether clients will negotiate- many will- but whether you can get Salesforce or Warner Brothers to negotiate their standard contract. At that company size, no, I don't believe that they do
I don't think they're as cut-throat as you think they are. Has this been your experience with companies that size? The flip side of you're argument is that you are a dime a dozen and they go with someone with less ridiculous demands.
Also, my contracts have generally been open-ended. How much is 25% in that case. 1 month's wage? 1 year's wage?
Yeah. Large companies are better at screwing contractors than small ones, on the whole. You're less likely to have a human relationship you can leverage.
There are a number of potential issues with this contract from a freelancer’s point of view:
* It’s generally pro-customer form and is missing certain protections like a limitation on the amount of direct damages
* Lots of capitalized terms are not defined—for example, there is no definition for the freelancer’s preexisting works which are to be excluded from the assignment of IP ownership
* The company gets to decide how much to pay the freelancer if the contract is terminated before the project is complete—it’s more common to have this be based on T&M rates or something more objective