ADL #74: A something with nothing
(RO: un ceva cu nimic)
A something with nothing (RO: un ceva cu nimic). This was one of the expressions that me and my friend Ioana (you could see her interview here) sometimes used during our Nomad Cruise trip when the remixed music on the boat did not sound like anything good. And it got me thinking how much of this applies in contractual relationships.
How many times have you not received a contract from your client or provider just for after you read it to realize that you do not understand anything from it? Yes, sure, you knew that it was a services providing contract or a master of service contract, but the content was nothing like you expected. Just like our music. We knew what song was playing, but the sounds and transitions made no sense.
The purpose of any contract is to establish the relationship that the signatory parties will have for a long time. This means that both parties should understand what the contract is about, what are their expectations, rights and obligations and where should they have a strict behavior (e.g. strict deadlines) and when the relationship is somehow loose and allows more inflections. A contract should not be about a party who sends it and another party who signs it, blindly.
Here are a few things you should minimally understand about a contract before signing it:
What do you provide or what are you going to receive? As simple as it may sound, this is the part that most businesses fail to describe. Sure, ‘marketing services’ sounds great – but what does it actually mean? Does it mean copywriting, one long article, 5 shorts ones, video crafting, Youtube consultancy, social media profile auditing, ads management or something in between?
You don’t always need to fill your master contract with these details, but be sure you add an Addendum or Annex to it where you describe in detail what is the main object of the contract.
When is the payment due? Whatever is on your side – whether you are paying a fee or you're receiving the money – you need to make sure that you understand when this obligation needs to be fulfilled. Most complications between business partners appear from conflicts related to payment: invoices not paid on time, penalties added on the invoice, invoices with bigger amounts than discussed, poor receipt of invoices.
Yes, when you collaborate long-term you will not always calculate everything on point. But the trust comes from respecting your agreement properly in the beginning of your relationship. And if trust is lacking because your provider never knows when you are going to pay them, most probably they will quit you and leave you with the work undone. And sometimes, they will be right to do so.
How are you going to communicate and with whom? If you receive a message from Monica is alright, or should you get insights only from Alex? If Daniel wants you to modify something into your code, should you listen to him or should you get an approval from Laura? If you receive a modification of your Scope of Work on Slack, should you send in a fee proposal or should you wait for the modification to come on email? You get the point.
Make sure you know:
what is the official communication channel (could be 2 but for different purposes for example, properly explained in the contract )
who is responsible for approvals, modifications and new requests
Who is the owner of the works and when the property transfers? Be sure you are protected in case the client does not pay you on time by creating a mechanism of property transfer depending on the timely payment of the invoice. The jurisdiction does not allow such procedures or the client does not want to do it? You can mitigate that anytime with higher penalties in case of non-payment or even a penal clause at a higher amount.
In any case, do not leave this part uncovered or decided in two phrases. You want to make sure that if your partner leaves the company, they do not take the source code with them and leave you empty handed before the investors.
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Since I told you about the Nomad Cruise, let me add this post that describes the experience a bit more. Maybe you’re interested in coming too – I’ll see you in 2026?
Have some thoughts?
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See you soon! The next issue is on July 2.