Contractor-originated contract, plus ethics ref disbanded team at startup

[towcester]

Hi all,
Early this year, an ex-colleague/work-friend introduced me as part of a "team of four" to a US startup, intending for us to constitute the "international business" whilst the US rump remained "global HQ". My pal was to be COO, I one of four VPs.

A massive row and personality issues have now put paid to the relationship between the UK-based COO guy and the US CEO - who is now refusing to pay anyone except me, because he believes only I have delivered! Not to put too fine a point on it, it puts me in an uncomfortable position ref the other UK guys. But US CEO is asking me almost to name my terms and table a contract.

Hence:
1) Anyone have a contractor-originated contract/template to hand? My contracts hitherto have been from large corporates.
2) Am I being "disloyal" by proceeding to work directly with CEO? I've insisted to him that he must pay team for historical work done in 1H2014, even if he's ultimately unhappy with deliverables. (We were working for love mostly from Jan: I got one payment Apr, and just another one in Jul - others similarly one payment before dispute blew up Jun. No employment contracts etc hitherto.)

Many thanks in advance ref 1) and 2) above,
Towcester

[cojak]

Re the contract. Join the PCG - they have contract templates you can use.

[barrydidit]

+1 for PCG

If you were all working without a contract, and this guy is in the states then you've probably got zero chance of getting any pay for the work done, unless you've got some form of bargaining chip - such as him wanting you to stay on and keep working.

So, from an ethics perspective, the only way anyone is going to get anything for past work is if the CEO agrees to pay them as a condition of your continued work. Good luck.

[towcester]

Thanks, @cojak and @barrydidit. Got a template from PCG. Talking to the other guys tomorrow. When one of them prefaces his sentences with "I'm not begrudging you for being paid, but...", I can't help feeling that he does.

[jmo21]

Thanks, @cojak and @barrydidit. Got a template from PCG. Talking to the other guys tomorrow. When one of them prefaces his sentences with "I'm not begrudging you for being paid, but...", I can't help feeling that he does.

What does he expect you to do?

If I was you, I'd be aiming to get everything fully paid uptodate then quit. If they can do it to your colleagues, they can do it to you.

I've heard of numerous wfh UK contractors getting stiffed by American companies, I guess the distance makes it easier.

[Contreras]

QDOS also have a client direct template contract - here.

Probably worth noting that the PCG/QDOS templates, whilst covering commercial terms well are obviously modelled to be water-tight re IR35. The contract needs to be supplemented with a Schedule for the work, which is for you to agree, e.g.: requirements, constraints, and, crucially, acceptance criteria for you to be paid. There should also be a clause about which legal jurisdiction(s) the contract will be construed under and subject to.

All that said, I personally wouldn't want to continue business with someone in the circumstances you described. If you have doubts then trust your instinct. Whenever I have ignored this rule I have usually ended up regretting it.

[tomtomagain]

Do you believe your colleges in the UK should be paid?

Do you think the quality of their work was sufficiently poor that it excuses not paying them?

Do you want to enter into a partnership with someone 3000 miles away who has no qualms about withholding payment?

[Eirikur]

Only do it if the rate is extremely good and be prepared that the US guy stops paying you as well, at the first sign of this starting to happen you pull out.

[CoolCat]

I have always found US companies and managers predictable and trust worthy.

Its the Indian organisations you need to watch...

[towcester]

Contractor-originated contract, plus ethics ref disbanded team at startup

Thanks, @jmo21, @Contreras, @tomtomagain (trust questions), @Eirikur, @CoolCat.

Starting contract talks with CEO now, keeping options open*. Promising startup with good technology, but do need to pin down CEO -- in fairness to whom it should be said that he does have valid points wrt effectiveness/productivity of some of UK team, at least in some respects. Refusing to pay retrospectively, though, is a bit of a red-flag, notwithstanding that all early work was done on basis of "gentlemen's agreement". And I say that in full awareness that this site is called CONTRACTORUK, NOT GENTLEMENWHOWORKONBASISOFHANDSHAKEUK.

Only "a bit of a red-flag" because it's hard to blame either side for having expectations (payment on one side, acceptance-criteria on other), when mutual expectations were not committed to paper! Lesson learned, hence my seeking template contract etc. -- so thanks all, again...

*PS: Other query elsewhere... :-)