Ask HN: Should I continue to work for free?

53 points by 7hr0w4w4y ↗ HN
I've been helping out a startup for the last two years as CTO. I joined early on, but not as a co-founder. Most dev is outsourced - my role is to advise on what is technically possible, liaise with outsourced developers, develop BI tools, and handle the sysadmin. This means getting alerts at odd hours of the day and restarting servers etc, but my role is not full time and has been fairly ad-hoc up until now.

The startup has received funding totalling around $600k USD over 2 rounds. Since the 1st round of funding, the full-time two co-founders and designer have been receiving a (low) salary, but a salary nonetheless. Having recently received a second round, this is likely to increase.

After my first 6m, I was entitled to options and told I would be sent the details and confirmation shortly. I chased this up last week (18m later), and was told they hadn't implemented a benefits scheme so hadn't been formally allocated anything, but that it was being worked on.

After the second round of funding, I advised them that they should get a full-time CTO. The new CTO starts in 2 weeks time and is on decent money. The intention is that I stay on in an advisory role.

Another guy in the team in a similar position (he has done unpaid work, but invested less time than I) recently enquired as to whether in light of investment, we would receive any bonuses. The CTO answered that he would like to offer us something, that the investors may not be willing, but that we should find out in the next month or so.

I am still being asked to do work. Should I do it? So far, I have received no cash or shares. They have hired a well paid CTO to do my job full-time. I feel like I have been taken advantage of, but am not sure if it's worth holding out given that I may receive some payment and be allocated options.

Seeing others being paid for their work while I am essentially working on a voluntary basis is very demotivating.

Advice would be appreciated!

59 comments

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Short answer: You've been screwed over and are not going to get a dime.

Long answer: You're probably not going to get a dime. Learn from this experience and don't get suckered into this type of situation in the future.

They aren't going to pay you. You're probably the subject of jokes he tells his friends.

However, if they never paid you, it means that any code you've done remains your exclusive property (i.e. the company has no right to use it without your approval, since there was no consideration under which a claim of work for hire would succeed). That's your one bit of leverage here. Make the company buy out your code. Then find a paying job that actually respects you.

If you really care a lot, you can threaten to file takedown requests with Amazon Web Services or whoever their host is. Copyright assignment must be done explicitly unless you are an employee
This is an interesting angle. I'd suggest talking to an attorney on this. I'm hesitant to weigh in because I'm not that kind of lawyer (and it's the internet, and I'm probably a dog)
DEFINITELY talk to a lawyer about this! It is a sound legal strategy to point out to them that they have acquired no rights to your code, but there are some pitfalls here that are best avoided by speaking to a lawyer. I suggest not threatening them with anything at this time and also not simply yanking their access to anything you've done, until and unless your lawyer says it is time. Both of those things carry their own risks, and in the end you're far better off using the legal system to redress these issues than trying technical solutions. Plus the technical solutions all pretty much involve burning bridges; your career is far better off if you can show your next employer that they burned the bridges, not you.

Do not be afraid to speak to the lawyer. Real employers understand that you are not expected to work for free.

WHAT THE HELL ARE YOU DOING WHY WOULD YOU EVER WORK FOR FREE AND THEN EXPECT TO BE PAID AHHHHH.

But for real though, don't work for free, and don't work without a contract in place unless you're doing charity work. You've been working for them forever without them paying you. What incentive do they have to pay you now?

Upvoting for the correct use of all caps.
hahaha xD.. you win the internet my good sir
Am I perhaps missing something in the OP question?

What motivates you to invest eighteen months of free work for a commercial start-up? Friendship? Promises of a significant reward? Genuinely interested in what drives you.

Maybe the job was easy enough (takes little number of hours, OP mentioned "advising"), but is also interesting in some way and OP sees it as something that helps them grow. The prospect of significant returns after some serious investor comes in later - but if one was not compensated before, that is unlikely to change even if big money comes along.
Normally I'm a stickler for HN rules about e.g. caps lock for emphasis. But in this case it's warranted.

OP, please take this as a lesson. For a significant portion of my career thus far I've been in consulting/advisory positions with startups between the seed and Series A stages of funding. I have never, ever worked with a company for the first time without first getting a confirmed deposit payable towards the final invoice.

In the fast and loose world of startups, rule number one is "Can they pay me?" Employees should be paid before founders, not the other way around.

Practically speaking - engage a lawyer, send a letter and sue if the economics of that equation make sense. If they don't, cut your losses and move on with a lesson. Refer to some of the other comments here echoing the legal advice.

Welcome to the business world. I'll tell you something, if people see you can work for free they'll never pay you, they will work you to the bone, and then dump you like a piece of crap when you are useless to them. If someone promises you something then ask him to write down that promise somewhere you can keep. You might need it when you want to sue.
Grow a spine. For the sake of us all.
Please don't be uncivil in comments here.
> I feel like I have been taken advantage of

You were taken advantage of. And forget about it, they will pay you nothing.

Move on and accept it as a life-lesson.

Get a lawyer and begin sending threatening letters to the full extent of the law. They will settle.

Most here will say "learn a life lesson and move on". The point of getting legal is investors will be very interested in why the founders have taken advantage of you like this. Naturally the founders will want to avoid risking the investor's cash/rep and getting them involved etc so will likely offer to settle.

OP, this seems like sound advice if you don't want to just walk away from the mess.

You and your fellow free-worker have already raised the issue and have not had a satisfactory outcome. If you stop working for free, they will pull the carrot away and you will get nothing. If you keep working for free, you will get nothing since you already have nothing.

When you work for free, you are saying that your time and effort are worth nothing. Your "co-founders" got the message loud and clear and are unfortunately not "good" people so they are operating on that premise and yet they value the time and efforts of the new CTO.

Now there is a CTO coming on board with a set salary you have a benchmark to compare yourself against.

I would write an e-mail to say that you are wrapping things up and at the end of this week will be done.

If they act surprised or demand you to work for the next two weeks tell them sure but you'll be billing them at a daily rate (regardless of if work takes place if you're a CTO, you're on call) and send over a standard contract.

They will never discuss your worth unless they are put in a difficult position where they have to. Do not do any more work until you have a signed contract. If they never sign it then you're done.

Don't stay on as an advisor unless it's something you really love, it will just make you mad to have put in so much effort and never have been compensated in return.

> Don't stay on as an advisor unless it's something you really love

Well, he shouldn't stay especially if this is something he loves.

^ This. If you're good at something, never do it for free.
Now is the time to not do any more work until you get paid. You have the money.

Furhermore, if you have any documented promises to pay, including shares, then you are owed a debt.

Try to engage a collection agency. They will cost you nothing and will be the bad cop for a while even as you get to be the good cop, or at least the cop who doesn't call them.

No.

Unless there's more to this. How did this situation even arise in the first place? How do you earn a living?

They contacted me directly, asking if I'd help. I said yes.

I am a PhD Student with a (small) stipend.

> ... the investors may not be willing ...

Perfect. You now have no reason to do an extra minute of output. Let the founders and other C level exec's beg the investors for your help.

You are too kind and very naive. By what you wrote, those people are taking advantage of you and abusing your knowledge and time. You supposed to say something while ago. They saw that you are not making any comments and you are not raising your voice. And then they thought, OK let's use this guy as much as we can. If they weren't thinking like that, they would offer you a fair compensation long time ago. If there was not enough cash, then at least in some shares. Their plan was to use you to the point where you are not needed anymore. And I think that is when they employed new full time CTO. I think it is too late to do anything now. If you don't have anything on paper you will gain nothing for you previous work.
You mention that you were "entitled" to options. Do you have any record of this promise? Even if it's an informal email, if they promised you options or ownership, especially a particular amount, that could be very important.
Options are total garbage anyway, go for shares or salary.
Do you have any of their promises in writing?
No matter what you've written after this question, the answer is always no.

always.

no

ffs

no

Didn't even read the text. No. Don't. There is never a reason to work for free, unless it's your first internship.
Have you signed an IP assignment contract? Since these people appear to be flying a bit loose, I wouldn't be surprised if the answer is no.

Offer to sign one in exchange for having the stock issue resolved.

Nah. They should offer to sign one in exchange for cash.
This!

It might* help you to create the contracts. Any competent company won't want to use them but it could lower the resistance for them to agree.

*IANAL

Not just the stock issue. The stock is worthless. Get some cash for the IP.
Get out. Now.

Let's review:

- If you're helping run an early-stage company but you're not drawing a paycheck, you're a co-founder. This means you should have a significant amount of ownership, and you should be publicly acknowledged as a co-founder everywhere it's relevant.

- Let's say you're an employee and not a co-founder. If the official founders are being paid and an employee isn't, the company is operating backwards. Employees should get paid first, then founders.

- If the company is funded, then nobody should be working for free.

- It's one thing to help out a friend running a company for free. I don't agree with it, but I can understand it. But when you have an actual title, especially one as important as "CTO", that crosses a line from "helping a friend out" to "employee or co-founder of the company".

Working for free like this is essentially playing the lottery.

I worked for free too for a startup, for about 6 months.

They had trouble getting the right investor. Story was, they had one but then a company said they would buy them right away, so they didn't take the investors money. Instead they talked to new investors and told them about the new buying offer they received to get better conditions from the investors.

Long story short, I got my money in the end, they even paid me all sick days (I'm a contractor and in the hospital while working there) so it wasn't that bad for me.

They hired me to work remote for them, I stayed because I wanted to add more remote working experience to my resume.

Also, my thought if they really paid me in the end, they would see me as a valuable and flexible partner, who they will hire again.

Anyway, now I got almost two years of remote work experience and quite good money out of it.

But this story could also went otherwise and I would be forced to take the next best job I find, if I ran out of money before they could pay me...

Stop it, right now.

edit: Was anything signed?