It is illegal. If you already gave up your work and the client still needs to pay better be polite or in the end call a lawyer. Everything harmful to the client that you do is illegal including public shaming, destroying your work, etc.
Nope, public shaming is 100% legal and protected speech. In specific cases it may be a contract breach, but that does not make it illegal. The largest direct problem with this stuff can be a tiny hit to your reputation.
That said, they may sue or counter sue you, which is often a dumb move but by not paying you that have demonstrated sketchy behavior.
This is actually illegal, public shaming would be protected speech if you do it via a proper platform, destroying or tampering with a property which does not belong to you is a criminal offense.
Additionally depending on what country you are in this can also be a an offense according to various computer crime laws which means you are not only risking a committing a felony but also being unable to work if the law where you live allows the state to bar you from using a computer.
If you word the contract correctly, the property does still belong to you. You can do what you like with it, especially if you make it clear in the contract there are escalating penalties and sanctions for late or non-payment.
Honestly, the idea that you're supposed to just shrug and say "Okay, fine I guess" is a self-defeating unprofessional attitude.
Clients are not doing you a favour by allowing you to work them.
If you sell someone an object, they don't get legal possession until they complete payment for it. (Try to not-pay a house or car loan and see how far you get.)
Software services should be no different. There may be more negotiation involved, especially with a genuinely struggling business with good intentions. But deadbeats are deadbeats. Removal of product or service is completely legal and morally valid.
Contracts can't violate laws, even if you own the website if it's on some one else's server this is felony trespassing + w/e computer crime law you've violated.
Your making several assumptions. DRM is well protected in the law so having a site that stops working without payment is one option. Further you don't need server access you can do a DMCA takedown if they have not paid you as they are hosting content that they don't own.
Just look at all the hosting companies which redirect to a page when you stop payment.
DRM is protected by it's own laws which usually do not involve transfer of ownership.
When you buy a movie you do not receive ownerships of the movie.
A hosting company has a clause in the contract which states they can terminate service after X days if a payment hasn't been cleared, this isn't the same thing unless you make the contract a service contract in which case you can terminate the service.
No one would sign a contract that says that they get some one time restricted license of the website or w/e they paid to you make which can be revoked because you hold the ownership.
Remember the basis of contact law is X for Y and you don't do X you don't get Y. Things can get complex when there is initial work paid for and follow on work, but there are plenty of examples out there to work from. Also, if they have not paid in FULL, then they are in breach of contact and thus own nothing.
You can't pay off 98% of a mortgage and call it enough, they own the house until they receive the final payment. (Second mortgages are a little different.)
This is an important point some people commenting here don't get. You can write whatever contract you like, but provisions of a contract that violate or attempt to nullify the law are void on their face. And having a contract does not mean you can break other laws to enforce the contract or remedy a breach. Acting in bad faith, like planting a time bomb in the code, is likely to void the entire contract.
To use DRM you have to own the content, and you have to disclose the DRM protections in advance. Contract development is usually covered as work for hire in the US, and the client paying for the work owns it by default. I'd be surprised if the client agreed in advance to the contractor owning the content, or to DRM.
Depending on contract and jurisdiction, it might not at all be the clients property until fully paid, and it could be completely legal in some places. I know there are plenty of contracts (backed by law AFAIK) where complete ownership and all rights stays with the contractor until paid according to contract. However it would probably be hard to argue that you've actually made the final delivery, as you have to do another 'delivery' after receiving payment to not have the clients site fade away.
In any case, it would obviously not change the fact that it would probably be a terrible idea to do something like this, ever.
Yes, but what makes it complicated is where it is hosted, if it's hosted on a remote server you do not own you've committed trespassing and computer crime by accessing the network and server.
In fact you have to be the sole owner of everything in that chain for this to be considered even remotely legal, this includes things like the domain and certificate.
And even then it's not that simple since legal ownership isn't the only thing that plays a factor here since the client can claim beneficial ownership which grants them certain rights.
Your copyright may give you rights to sue the client for infringement once it's clear they aren't going to remedy their breach, yes.
A judge may order the copy of your work taken offline or destroyed, yes.
But you can't take matters into your own hands and do that without going to court.
You do not own the (unlicensed or otherwise) copies of your work that have already been transferred to others, and going onto their server to destroy/modify the site is not only a civil wrong on your part, but a crime under the Computer Fraud and Abuse Act.
What if you just implemented simple DRM? As we have seen, it apparently isn't illegal to disable access to something you have paid for, let alone something you haven't.
How so? You contract to provide a specific service, not specific code. The contract should be for transfer of a license (of whatever kind) to use the IP and business benefit, not for full transfer of all IP.
If a client doesn't pay you respond by denying access to the service - which is exactly the same as a hosting company turning off a server for non-payment of hosting fees.
I wouldn't do the fade thing, because while it's entertaining it's rather juvenile. But I would be completely happy to delete all work from a client's server and restore it to its previous state if it's obvious they have no intention of ever paying.
This is normal behaviour for a business. Generally if someone tries to default on payment, they can expect goods to be reclaimed and services to be terminated.
The fact they're running a business and you're a contractor doesn't change that. You're running a business too. If they don't understand that, save yourself the grief and don't work with them.
The hosting company turning off a server is merely acting on property they both own and possess.
You "deleting all work from a client's server" are accessing someone else's property, and doing it for destructive purposes. That's illegal, both civilly and criminally. They're not analogous situations.
Even in the physical world, repossession companies may not enter a private building without permission. "Goods are reclaimed" by a sheriff carrying out a court order, not by whoever is owed money breaking in and taking things on their own volition.
You can't take claim of the IP/copyright no business/client would also sign that contract.
You can claim ownership of the work until the payment is cleared but this is also tricky.
If the website is hosted on the property of the client tampering with it will constitute a violation of most computer crime/misuse acts even if you hold valid credentials to access it.
The best thing to do is if you also operate the website (hosting it on a VPS which you pay for) as part of the contract just terminate the service in accordance to the SLA in the contract, if you do not host the website do not do anything to it just seek legal action.
Ownership of what? the website? fine, it's yours, but it's hosted on a server you don't own and you take it away it's a crime.
If i steal your TV and you break into my house to take it back you've committed a felony.
Or a better example if you've sent me a TV and I didn't pay you you can't break into my house to claim it back even if the contract we signed states that it is yours until paid in full.
This is why a bank needs to get an order to repossess your car or house they can't just take it away even if it's leveraged, we have laws.
Repossessing stuff is not an uncommon legal situation. Having a rented TV set in your home means little. The cops show up, and you hand it over or go to jail.
This actually depends on the state. Many states in the US don't require it and there is zero federal laws that do. However, even in states that require it it's generally close to a rubber stamp.
Under Texas law, your vehicle may be repossessed even if it is "only" late. That means that if you payment was due on November 1st and you haven't paid by November 10th it is possible to find your vehicle was repossessed by the 11th of November.
The Financer or Leaser does not need to go to court in order to repossess you vehicle, nor are they required to give you advance warning.
The repo man is allowed to come onto your property to repossess you vehicle; but they are not allowed to disturb the peace to do so. Also, if your repo man needs to come onto your property to repossess your property, they are not allowed to destroy or damage you property to carry out the repossession.
A UK contractor was prosecuted many years ago for putting a time bomb in software he wrote and was never paid for.
It remained his software but it was running on their computer. When it ceased to function that was considered to be an authorised change to their system under the computer misuse act. And he was found guilty of a criminal offence.
Websites are a bit more of a grey area. Whose server is it? Who's paying for it? Who owns the domain? Whatever the answer to these questions, it's not clear how a judge would decide it.
Bottom line: unless your contract makes very clear that your software/website/whatever will cease to function on a particular date you could be looking at time in prison.
Is it legal to use your content without full payment? Review your contract with your attorney to ensure copyright only transfers upon full payment. (EDIT: And fix this for future contracts if for some silly reason it doesn't.)
Non-destructive trial/preview limitations of the content for unlicensed users sounds pretty legal. This isn't even obfuscated, as most DRM/License schemes will be.
1) factoring costs money - you won't get 100%; make sure you take care of that in your asking price,
2) make sure your contract does not prevent the transfer your receivables to third parties without the consent of the debtor. Yes, there are contracts like this, usually as a part of take it or leave it, there are others waiting at the door contracts.
I looked into this with my company, we got quotes from 3 factoring companies, all were an absolutely terrible deal. They were only willing to factor invoices on our good clients, they were unwilling to factor invoices for non-large company clients, (we have a lot of SME's as clients), they basically wanted to charge us a fortune and not take on any risk.
This has nothing to do with suing clients. Taking some kind of revenge, in a way that's almost certainly actionable, is not really in a gray area - I don't think there is any situation in which it makes sense to do this.
As for "being picky about clients", my second point above is indeed aspirational, and I'm sure not everyone can afford to choose their clients. That's my point. You need to realize, as quickly as you can, that you're better off moving to the kinds of clients that don't have these issues.
I say this because many people honestly don't understand or believe that better clients exist, or at least don't internalize just how different it is to work for clients for whom these kinds of shenanigans are irrelevant. It really is a different world.
I think most people don't understand how dirty the business world is. Lots of customers and vendors will deny delay and defend out of force of habit alone. I've had to threaten lawsuits a number of time. It was obvious I'd win so they'd settle last minute, but it's just how many people do business. It's much easier to build in something that will atrophy and let them know it'll fall apart if you don't tell them where it is. Much easier restitution. No fuss. Good clients go bad all the time, just like good marriages go bad. You can't rely on a filter. Most of the time there is no option but to work with certain people if you want to be in a particular industry. They're the worst. Just today I have a monopoly supplier that won't fix a very simple but show stopping bug, despite our contract, unless I pay them a lot more money which significantly eats into my margins. It will basically mean I'll be working for them for free, which is exactly how they want it. I have to make out that I'll go out of business, walk away, and they won't make anything. I'm sure we'll end up somewhere in the middle and we will both make a lot of money. If not I will have to go borrow a lot of money from a bank to build the component in house which will upset their monopoly. Just another day it the life of a start-up.
I know this is probably just made in good fun, but as a consultant who frequently works with startups[1], I recommend not doing something like this.
If you have delivered the final product to the client and they are not paying your invoice, your first step should be to try and cordially resolve the situation with a frank discussion about your expectations and mutual commitments, and nudged with references to the signed statement of work.
In my experience there are three types of clients. Clients who pay, clients who can't pay, and clients who won't pay. My recourse, and what I recommend to others, is as follows:
1. For new clients, require a 1/3 deposit before you begin the work, payable towards the final invoice. If the client cannot pay the first invoice, you know they will struggle to pay all of them and you haven't wasted your time.
2. Depending on how long the engagement is expected to run, require payments towards the final invoice every n weeks. This limits your exposure in case the client suddenly cannot or will not pay.
3. Ensure that your statements of work and other contracts are reviewed by a competent lawyer (as 'patio11 and 'tptacek would say, pretty much any lawyer as long as they are competent). This limits your liability and exposure in case you need to sue.
4. If there is a disagreement over terms after both parties have signed, or the client cannot pay, be charitable and attempt to resolve it in ways that are not antagonistic. Try to work out payment plans, or change the scope such that it is still affordable for the client. Accept that for certain situations, you will not recoup invoices (e.g. the client literally has no money for you). Steps 1 and 2 are designed to limit the impact for this latter case.
5. If the client will not pay, start with civil discussion first, then escalate by involving lawyers and strongly worded letters. Specifically, do not do anything passive aggressive. I would recommend revoking their license to use the software before you alter their public deployment and potentially cause them brand, reputational or business continuity damage.
6. Establish a high quality pipeline of qualified leads, especially from referrals, who you can consider more trustworthy with invoice payment. In my experience, I have never had a referral default on an invoice. Now, the vast majority of my business comes through referrals (there are many other benefits to a referral pipeline as well).
[1]: Read - clients who are statistically likely to default on their outstanding invoices.
EDIT: Typo...pipeline of leads from referrals, not lawyers :)
One of the things people often advocate for is that all copyright/IP be owned by the consultant until paid in full. That way if the client stops paying prior to the work being done or doesn't pay the final invoice, etc you can make a very strong case that it's not just a civil matter, but a criminal one. That can be very motivating.
EDIT: That way if the client stops paying but continues to use the existing works, rather. If they stop paying and don't use the works then you'll need different clauses to still get paid there.
Not in USA but in Italy web development is still "something exotic". I was there 2 years ago as a contractor of a big bank but out of the enterprise world, freelancers need to accept very uncommon agreements if they want to work. An incredible amount of works are "gentlemen agreements" and contractor are exposed.
I'm not defending this kind of "ideas", mostly because theoretically nothing should be introduced into the customer application without his/her approval. Just considering that "ideas like this" are probably happening because a more complex situation in background.
It's more powerful, obviously :D
No, it's a joke.
Well... It's OOP vs procedural in reality, right?
If you want it you can PR... a new file fade-procedural.php
I realise this might be somewhat tongue-in-cheek or just a way to vent on some real-life dealings with a client gone awry.
However, even just insinuating actually doing something like this in real life (or giving people ideas for that matter) is at least a tad dodgy if not downright unethical.
Someone having treated you badly in business (as in not having payed you for whatever reason) doesn't give you the moral (much less so the legal) right to treat them badly in return. That's what lawyers and courts are for (well, not treating others badly - though that might very well be part of the process - but to get recourse).
It costs money & time to take people to court, so jerks will under pay you like $2000 because it's not worth the time and effort to go to court over it.
Dev is not like other services in the US where we can easily put leans on property.
So yea, own the hosting, take down their site if they don't pay.
I promise you every business owner has to deal with people that don't pay their bills and will understand.
Have a low tolerance for assholes, and if you ever get a lead on a client bad mouthing their previous developers about holding their project hostage, just run.
You actually can - make it so that in the contract devs retain all copyrights until paid in full. Then you can use the DMCA, which is much cheaper and far easier than putting and enforcing a lean on a property.
That said, when you get that far in a sense you have already lost.
61 comments
[ 2.8 ms ] story [ 116 ms ] threadSuch a great idea, though.
see the examples
That said, they may sue or counter sue you, which is often a dumb move but by not paying you that have demonstrated sketchy behavior.
Additionally depending on what country you are in this can also be a an offense according to various computer crime laws which means you are not only risking a committing a felony but also being unable to work if the law where you live allows the state to bar you from using a computer.
Honestly, the idea that you're supposed to just shrug and say "Okay, fine I guess" is a self-defeating unprofessional attitude.
Clients are not doing you a favour by allowing you to work them.
If you sell someone an object, they don't get legal possession until they complete payment for it. (Try to not-pay a house or car loan and see how far you get.)
Software services should be no different. There may be more negotiation involved, especially with a genuinely struggling business with good intentions. But deadbeats are deadbeats. Removal of product or service is completely legal and morally valid.
Just look at all the hosting companies which redirect to a page when you stop payment.
A hosting company has a clause in the contract which states they can terminate service after X days if a payment hasn't been cleared, this isn't the same thing unless you make the contract a service contract in which case you can terminate the service.
No one would sign a contract that says that they get some one time restricted license of the website or w/e they paid to you make which can be revoked because you hold the ownership.
You can't pay off 98% of a mortgage and call it enough, they own the house until they receive the final payment. (Second mortgages are a little different.)
In any case, it would obviously not change the fact that it would probably be a terrible idea to do something like this, ever.
In fact you have to be the sole owner of everything in that chain for this to be considered even remotely legal, this includes things like the domain and certificate. And even then it's not that simple since legal ownership isn't the only thing that plays a factor here since the client can claim beneficial ownership which grants them certain rights.
It is perfectly legal for you to mangle your own web site. Even if it's a site you made at someone else's request.
If they haven't paid, they don't own it, and they have no right to complain.
A judge may order the copy of your work taken offline or destroyed, yes.
But you can't take matters into your own hands and do that without going to court.
You do not own the (unlicensed or otherwise) copies of your work that have already been transferred to others, and going onto their server to destroy/modify the site is not only a civil wrong on your part, but a crime under the Computer Fraud and Abuse Act.
If a client doesn't pay you respond by denying access to the service - which is exactly the same as a hosting company turning off a server for non-payment of hosting fees.
I wouldn't do the fade thing, because while it's entertaining it's rather juvenile. But I would be completely happy to delete all work from a client's server and restore it to its previous state if it's obvious they have no intention of ever paying.
This is normal behaviour for a business. Generally if someone tries to default on payment, they can expect goods to be reclaimed and services to be terminated.
The fact they're running a business and you're a contractor doesn't change that. You're running a business too. If they don't understand that, save yourself the grief and don't work with them.
You "deleting all work from a client's server" are accessing someone else's property, and doing it for destructive purposes. That's illegal, both civilly and criminally. They're not analogous situations.
Even in the physical world, repossession companies may not enter a private building without permission. "Goods are reclaimed" by a sheriff carrying out a court order, not by whoever is owed money breaking in and taking things on their own volition.
The best thing to do is if you also operate the website (hosting it on a VPS which you pay for) as part of the contract just terminate the service in accordance to the SLA in the contract, if you do not host the website do not do anything to it just seek legal action.
I mean, who would say into your face that they don't want to pay you for your work? (what not signing such a contract actually implies)
If i steal your TV and you break into my house to take it back you've committed a felony.
Or a better example if you've sent me a TV and I didn't pay you you can't break into my house to claim it back even if the contract we signed states that it is yours until paid in full. This is why a bank needs to get an order to repossess your car or house they can't just take it away even if it's leveraged, we have laws.
Under Texas law, your vehicle may be repossessed even if it is "only" late. That means that if you payment was due on November 1st and you haven't paid by November 10th it is possible to find your vehicle was repossessed by the 11th of November. The Financer or Leaser does not need to go to court in order to repossess you vehicle, nor are they required to give you advance warning. The repo man is allowed to come onto your property to repossess you vehicle; but they are not allowed to disturb the peace to do so. Also, if your repo man needs to come onto your property to repossess your property, they are not allowed to destroy or damage you property to carry out the repossession.
A UK contractor was prosecuted many years ago for putting a time bomb in software he wrote and was never paid for.
It remained his software but it was running on their computer. When it ceased to function that was considered to be an authorised change to their system under the computer misuse act. And he was found guilty of a criminal offence.
Websites are a bit more of a grey area. Whose server is it? Who's paying for it? Who owns the domain? Whatever the answer to these questions, it's not clear how a judge would decide it.
Bottom line: unless your contract makes very clear that your software/website/whatever will cease to function on a particular date you could be looking at time in prison.
Non-destructive trial/preview limitations of the content for unlicensed users sounds pretty legal. This isn't even obfuscated, as most DRM/License schemes will be.
You get your money fast and if someone makes problems, the factoring company hsas them.
It'ss legal and doesn't need any code.
1) factoring costs money - you won't get 100%; make sure you take care of that in your asking price,
2) make sure your contract does not prevent the transfer your receivables to third parties without the consent of the debtor. Yes, there are contracts like this, usually as a part of take it or leave it, there are others waiting at the door contracts.
1. Extremely unprofessional.
2. Is not taking on the right clients.
Being picky about clients and being able to afford to sue those who don't pay is one of my many privileges. Not everyone can afford to do this.
As for "being picky about clients", my second point above is indeed aspirational, and I'm sure not everyone can afford to choose their clients. That's my point. You need to realize, as quickly as you can, that you're better off moving to the kinds of clients that don't have these issues.
I say this because many people honestly don't understand or believe that better clients exist, or at least don't internalize just how different it is to work for clients for whom these kinds of shenanigans are irrelevant. It really is a different world.
If you have delivered the final product to the client and they are not paying your invoice, your first step should be to try and cordially resolve the situation with a frank discussion about your expectations and mutual commitments, and nudged with references to the signed statement of work.
In my experience there are three types of clients. Clients who pay, clients who can't pay, and clients who won't pay. My recourse, and what I recommend to others, is as follows:
1. For new clients, require a 1/3 deposit before you begin the work, payable towards the final invoice. If the client cannot pay the first invoice, you know they will struggle to pay all of them and you haven't wasted your time.
2. Depending on how long the engagement is expected to run, require payments towards the final invoice every n weeks. This limits your exposure in case the client suddenly cannot or will not pay.
3. Ensure that your statements of work and other contracts are reviewed by a competent lawyer (as 'patio11 and 'tptacek would say, pretty much any lawyer as long as they are competent). This limits your liability and exposure in case you need to sue.
4. If there is a disagreement over terms after both parties have signed, or the client cannot pay, be charitable and attempt to resolve it in ways that are not antagonistic. Try to work out payment plans, or change the scope such that it is still affordable for the client. Accept that for certain situations, you will not recoup invoices (e.g. the client literally has no money for you). Steps 1 and 2 are designed to limit the impact for this latter case.
5. If the client will not pay, start with civil discussion first, then escalate by involving lawyers and strongly worded letters. Specifically, do not do anything passive aggressive. I would recommend revoking their license to use the software before you alter their public deployment and potentially cause them brand, reputational or business continuity damage.
6. Establish a high quality pipeline of qualified leads, especially from referrals, who you can consider more trustworthy with invoice payment. In my experience, I have never had a referral default on an invoice. Now, the vast majority of my business comes through referrals (there are many other benefits to a referral pipeline as well).
[1]: Read - clients who are statistically likely to default on their outstanding invoices.
EDIT: Typo...pipeline of leads from referrals, not lawyers :)
One of the things people often advocate for is that all copyright/IP be owned by the consultant until paid in full. That way if the client stops paying prior to the work being done or doesn't pay the final invoice, etc you can make a very strong case that it's not just a civil matter, but a criminal one. That can be very motivating.
EDIT: That way if the client stops paying but continues to use the existing works, rather. If they stop paying and don't use the works then you'll need different clauses to still get paid there.
Jason Lemkin has a good step by step plan if you're in a situation where you need to prod for payment.
Not in USA but in Italy web development is still "something exotic". I was there 2 years ago as a contractor of a big bank but out of the enterprise world, freelancers need to accept very uncommon agreements if they want to work. An incredible amount of works are "gentlemen agreements" and contractor are exposed.
I'm not defending this kind of "ideas", mostly because theoretically nothing should be introduced into the customer application without his/her approval. Just considering that "ideas like this" are probably happening because a more complex situation in background.
What is the point of making this a class rather than just a simple function?
This is a joke project after all, I wouldn't mind seeing even more gratuitous complexity like FadePaidFactoryInterfaceFactory.
I never had any issues.
However, even just insinuating actually doing something like this in real life (or giving people ideas for that matter) is at least a tad dodgy if not downright unethical.
Someone having treated you badly in business (as in not having payed you for whatever reason) doesn't give you the moral (much less so the legal) right to treat them badly in return. That's what lawyers and courts are for (well, not treating others badly - though that might very well be part of the process - but to get recourse).
Dev is not like other services in the US where we can easily put leans on property.
So yea, own the hosting, take down their site if they don't pay.
I promise you every business owner has to deal with people that don't pay their bills and will understand.
Have a low tolerance for assholes, and if you ever get a lead on a client bad mouthing their previous developers about holding their project hostage, just run.
That said, when you get that far in a sense you have already lost.