diff --git a/.github/workflows/lint.yml b/.github/workflows/lint.yml new file mode 100644 index 0000000..cf42b7f --- /dev/null +++ b/.github/workflows/lint.yml @@ -0,0 +1,36 @@ +name: Validate Markdown + +on: + pull_request: + branches: + - main + paths: + - "**.md" + types: + - opened + - synchronize + - reopened + - ready_for_review + +jobs: + lint: + if: github.event.pull_request.draft == false + uses: holdex/github-actions/.github/workflows/markdown-check.yml@main + + check-links: + if: github.event.pull_request.draft == false + needs: lint + runs-on: ubuntu-latest + steps: + - uses: actions/checkout@v4 + + - name: Check links + uses: lycheeverse/lychee-action@v1 + with: + args: > + --verbose + --no-progress + --exclude-mail + '**/*.md' + env: + GITHUB_TOKEN: ${{ secrets.GITHUB_TOKEN }} diff --git a/.rumdl.toml b/.rumdl.toml new file mode 100644 index 0000000..1d5fcc3 --- /dev/null +++ b/.rumdl.toml @@ -0,0 +1,78 @@ +# rumdl configuration for holdex/contractor-terms +# https://github.com/rvben/rumdl + +# Inherit settings from another config file (relative to this file's directory) +# extends = "../base.rumdl.toml" + +[global] +line-length = 120 + +# List of rules to disable (uncomment and modify as needed) +# disable = ["MD013", "MD033"] + +# List of rules to enable exclusively (replaces defaults; only these rules will run) +# enable = ["MD001", "MD003", "MD004"] + +# Additional rules to enable on top of defaults (additive, does not replace) +# Use this to activate opt-in rules like MD060, MD063, MD072, MD073, MD074 +# extend-enable = ["MD060", "MD063"] + +# Additional rules to disable on top of the disable list (additive) +# extend-disable = ["MD041"] + +# List of file/directory patterns to include for linting (if provided, only these will be linted) +# include = [ +# "docs/*.md", +# "src/**/*.md", +# "README.md" +# ] + +# List of file/directory patterns to exclude from linting +exclude = [ + # Common directories to exclude + ".git", + ".github", + "node_modules", + "vendor", + "dist", + "build", + # Specific files or patterns + "CHANGELOG.md", + "LICENSE.md", +] + +# Respect .gitignore files when scanning directories (default: true) +respect-gitignore = true + +# Markdown flavor/dialect (uncomment to enable) +# Options: standard (default), gfm, commonmark, mkdocs, mdx, quarto +# flavor = "mkdocs" + +[MD013] +# Allow long lines in legal prose — don't wrap at 80 chars +line_length = 120 +code_blocks = false +tables = false +headings = true +reflow = true # Enable automatic line wrapping (required for --fix) + +[MD024] +# Allow duplicate headings — e.g. "Notice" appears in multiple sections +allow_different_nesting = true + +[MD033] +# Allow inline HTML if ever needed +allowed_elements = [] + +# [MD003] +# style = "atx" # Heading style (atx, atx_closed, setext) + +# [MD004] +# style = "asterisk" # Unordered list style (asterisk, plus, dash, consistent) + +# [MD007] +# indent = 4 # Unordered list indentation + +# [MD044] +# names = ["rumdl", "Markdown", "GitHub"] # Proper names that should be capitalized correctly +# code-blocks = false # Check code blocks for proper names (default: false, skips code blocks) diff --git a/CHANGELOG.md b/CHANGELOG.md new file mode 100644 index 0000000..d3a4463 --- /dev/null +++ b/CHANGELOG.md @@ -0,0 +1,44 @@ +# Changelog + +All notable changes to the Holdex Independent Contractor Standard Terms will be +documented here in plain English. Contractors are notified of updates by email +at least 14 days before changes take effect. + +--- + +## v1.0 — 2026-03-29 + +Initial release of the Standard Terms and Special Terms template. + +**Standard Terms covers:** + +- Services, including record-keeping obligations +- Compensation — hourly, per-project, and milestone-based +- Expenses and reimbursement +- Independent contractor status +- Communication channels and logging requirements +- Representations and warranties +- Confidential information, including return and deletion on termination +- Intellectual property ownership and assignment +- Non-solicitation of employees and clients +- Non-compete restricted to specific clients worked with under this Agreement +- Termination with 7 days notice, with payment terms covering all three + payment types — including good faith negotiation for partially completed + milestones within 14 days, falling back to arbitration if unresolved +- Indemnification and liability cap +- General provisions +- Dispute resolution and arbitration in Hong Kong under HKIAC rules +- Process for updating these terms + +**Special Terms template covers:** + +- Company and contractor details +- Role and designated manager +- Services and information sharing +- Compensation section with three payment type options +- Supersession clause — this Agreement immediately replaces all prior agreements + on signing, while preserving any accrued unpaid amounts from previous agreements + +--- + +_Holdex Limited — [github.com/holdex/contractor-terms](https://github.com/holdex/contractor-terms)_ diff --git a/README.md b/README.md index 4d976cb..da3c5fb 100644 --- a/README.md +++ b/README.md @@ -1,2 +1,165 @@ # contractor-terms -Contractor Terms + +This repository contains the Standard Terms and Special Terms template for +independent contractors working with Holdex Limited. It is published publicly +for transparency. + +> **Issues and Discussions are disabled.** For questions, reach out through your existing Holdex contact. + +--- + +## Repository Structure + +```text +contractor-terms/ +├── .github/ +│ └── workflows/ +│ └── lint.yml — markdown lint and link validation +├── .rumdl.toml — markdown lint configuration +├── README.md — this file +├── STANDARD_TERMS.md — the legal document (versioned by git tags) +├── SPECIAL_TERMS.md — blank template (filled in per contractor by HR; keep only the relevant compensation subsection) +└── CHANGELOG.md — plain English version history +``` + +--- + +## How This Works + +Each contractor engagement produces two documents: + +**1. Standard Terms** (`STANDARD_TERMS.md`) +The boilerplate legal terms governing all contractor relationships. Versioned +by git tags (e.g. `v1.0`). The tag is the version — git timestamps it +automatically. Never edited retroactively. + +**2. Special Terms** (`SPECIAL_TERMS.md`) +A blank template stored here. When preparing an agreement for a specific +contractor, HR copies and fills in the template, then stores the completed +version in the private HR repository alongside any signed artifacts. + +The contractor signs a document that references both: + +- The Standard Terms by tag (e.g. `v1.0`) +- The Special Terms by the commit of their filled-in copy + +--- + +## Workflow for Signing a Contractor Agreement + +### 1. Prepare the Special Terms + +Copy `SPECIAL_TERMS.md` to the private HR repository. Fill in all +`` fields. In the Compensation section, keep only +the subsection that applies to this contractor (Hourly, Per Project, or +Milestone-Based) and delete the other two. Record the Standard Terms tag +currently in effect (e.g. `v1.0`) at the top of the document. + +### 2. Send for signing + +Share the filled-in Special Terms with the contractor for review and signature. +Signatures can be collected digitally (e.g. DocuSign) or as a signed PDF scan. +Store the signed copy in the private HR repository. + +### 3. Confirm the version on record + +Ensure the signed copy clearly references the Standard Terms tag in effect +at the date of signing. This is the version that governs that contractor's +relationship indefinitely unless updated per the process below. + +--- + +## Workflow for Updating the Standard Terms + +Follow these steps every time `STANDARD_TERMS.md` is changed. +**Never edit past releases.** + +### 1. Create a branch + +```bash +git checkout main +git pull +git checkout -b update/describe-your-change +``` + +### 2. Edit `STANDARD_TERMS.md` + +Make your changes. Keep formatting consistent — the lint workflow will +flag issues automatically when you open a PR. + +### 3. Update `CHANGELOG.md` + +Add a new entry at the top describing what changed and why, in plain English. + +### 4. Open a Pull Request + +Push your branch and open a PR against `main`. A review and approval is +required before merging. + +```bash +git add STANDARD_TERMS.md CHANGELOG.md +git commit -m "update: describe your change in plain English" +git push origin update/describe-your-change +``` + +### 5. Merge and tag a new release + +Once approved and merged: + +```bash +git checkout main +git pull +git tag v1.1 # increment the version number +git push origin v1.1 +``` + +Then go to **GitHub → Releases → Draft a new release**, select the tag, +and publish. Copy the release URL — you will need it for contractor notifications. + +### 6. Notify contractors + +Send an email to all active contractors with: + +- A summary of what changed +- A link to the new release +- The date the new terms take effect (minimum 14 days from the email date) + +Use the subject line: `Holdex Contractor Terms Update — v1.1 effective [DATE]` + +--- + +## Versioning Convention + +| Tag | Meaning | +| ------ | -------------------------------------------------------------------------- | +| `v1.0` | Initial release | +| `v1.1` | Minor update — clarification, new clause, small change | +| `v2.0` | Major update — significant change to rights, obligations, or payment terms | + +When in doubt, increment the minor version. Use a major version bump when +the change materially affects contractor obligations or Company rights — +these warrant extra care in contractor communication. + +--- + +## Workflows + +### `lint.yml` + +Runs on every PR to `main` that touches a `.md` file. Two steps: + +1. **rumdl** — enforces consistent markdown formatting per `.rumdl.toml` +2. **lychee** — validates all URLs and internal anchor links + +A PR cannot be merged if either step fails. + +--- + +## Ownership + +This repository is owned and maintained by the HR team at Holdex Limited. +For questions or proposed changes, raise them internally through the HR team. + +--- + +_Holdex Limited — [holdex.io](https://holdex.io)_ diff --git a/SPECIAL_TERMS.md b/SPECIAL_TERMS.md new file mode 100644 index 0000000..3517f6f --- /dev/null +++ b/SPECIAL_TERMS.md @@ -0,0 +1,163 @@ +# Holdex Independent Contractor — Special Terms + +> This document forms part of the Independent Contractor Agreement between +> Holdex Limited and the Contractor named below. It must be read together with +> the Standard Terms published at: +> [github.com/holdex/contractor-terms](https://github.com/holdex/contractor-terms) +> +> **Standard Terms version applicable to this Agreement:** + +--- + +## Company Details + +| Field | Value | +| ------------------ | ------------------------------------------ | +| Name | Holdex Limited | +| Company Number | 2615128 | +| Registered Address | 22/F, 3 Lockhart Road, Wan Chai, Hong Kong | +| Contact Email | | + +--- + +## Contractor Details + +| Field | Value | +| ------------------------- | ----------------------- | +| First Name | | +| Last Name | | +| ID Number | | +| Date of Birth | | +| Residential Address | | +| Email (Gmail only) | | +| Phone Number | | +| GitHub Handle | | +| Telegram Registered Phone | | +| WhatsApp Registered Phone | | + +--- + +## Engagement Details + +| Field | Value | +| --------------------- | --------------------------------------------------- | +| Primary Capacity | | +| Designated Manager(s) | | +| Authorised Issuers | Vadim Zolotokrylin (CEO), Mark Curchin (Co-Founder) | + +--- + +## Services + +1. Contribute to Holdex projects in the Contractor’s area of expertise (software development, design, marketing, sales, + or other agreed functions) while fully respecting Holdex’s developer-first culture. +2. Adhere at all times to Holdex’s development principles and guidelines published at + [github.com/holdex/developers](https://github.com/holdex/developers). All contractors must maintain high standards of + clarity, traceability, and professionalism when working in GitHub. +3. Deliver work professionally, on schedule, and with a focus on high customer and client satisfaction. +4. Support the promotion of the Holdex brand across agreed channels (website, X, LinkedIn, etc.). + +--- + +## Rate Card + +### Engagement Mode + +| Field | Value | +| --------------- | ------------------------------------- | +| Engagement Mode | | + +### Retainer — Hourly Rate + +> Applies only if Engagement Mode is Retainer. Leave blank otherwise. + +| Field | Value | +| --------------- | ---------------------- | +| Rate (USD/hour) | | +| Payment Cycle | Monthly | + +### Project and Milestone Fees + +> Applies only if Engagement Mode is Project/Milestone. +> All fees and schedules are defined per Work Order before work begins. + +### Commission + +> Applies only when commission is offered. Otherwise mark as Not Applicable. + +Commission, if any, will be defined per Work Order. The Contractor shall only be entitled to commission on revenue or +deals that are directly attributable to their efforts and explicitly approved in writing by an Authorised Issuer. + +--- + +## Work Order Template + +> Applies only if Engagement Mode is Project/Milestone. +> Retainer contractors do not require Work Orders for individual tasks. + +When an Authorised Issuer creates a GitHub issue to initiate a new engagement, +the issue must follow this structure: + +```text +**Work Order — [Brief Title]** +Agreement: [Contractor Full Name] — Special Terms v[X] / Standard Terms v[X] +Payment Type: [Per-Project / Milestone-Based / Retainer + Commission] + +**Scope:** +[Description of work to be delivered] + +**Fee:** +[Fixed fee USD or hourly rate] + +**Commission (if applicable):** +[Specific commission terms for this engagement, e.g. "10% of net revenue from closed deals" or "Not applicable"] + +**Deadline:** +[Date or milestone due dates] + +**Acceptance Criteria:** +[How completion will be assessed and by whom] +``` + +The Contractor must post a comment on the issue to confirm acceptance before +work begins. Silence does not constitute acceptance. + +--- + +## Commencement Date + + + +--- + +## Supersession + +This Agreement supersedes and replaces all prior agreements, understandings, +and arrangements between the Parties relating to the subject matter herein, +whether written or oral, with immediate effect from the date of signing. +Any accrued rights or obligations under a prior agreement — including approved +but unpaid amounts — remain valid and are not affected by this supersession. + +--- + +## Signatures + +By signing below, both Parties confirm they have read, understood, and agreed to +these Special Terms and the Standard Terms at the version referenced above. + +| | Holdex Limited | The Contractor | +| ------------- | ------------------ | -------------------------------------- | +| **Name** | Vadim Zolotokrylin | | +| **Title** | CEO | | +| **Signature** | | | +| **Date** | | | + +--- + +**Attach a copy of government-issued ID below this line.** + + + +--- + +_Holdex Limited — [holdex.io](https://holdex.io)_ diff --git a/STANDARD_TERMS.md b/STANDARD_TERMS.md new file mode 100644 index 0000000..b4a9aad --- /dev/null +++ b/STANDARD_TERMS.md @@ -0,0 +1,297 @@ +# Holdex Independent Contractor — Standard Terms + +--- + +> These terms are published publicly for transparency. +> All rights reserved — Holdex Limited. + +--- + +> These Standard Terms are incorporated by reference into each +> Independent Contractor Agreement (the "Agreement") signed with Holdex Limited. +> The version in effect is the one tagged at the time of signing. +> Updates are governed by the notice procedure in the [Updates](#updates-to-these-standard-terms) section. + +--- + +## Services + +1. **Performance.** The Contractor will perform Services under the Engagement + Mode specified in the Special Terms, professionally and on time. +2. **Changes.** For Project and Milestone engagements, the Company can request + changes to a Work Order's scope if they stay within the original scope. If a + change increases costs or time, both parties will agree in writing on fair + adjustments to fees or deadlines before work continues. For Retainer + engagements, task changes are managed through the default GitHub channel. +3. **Record-Keeping.** The Contractor is responsible for maintaining their own + copy of a trace log of all Services provided, including dates, work completed, + hours worked (if Retainer), milestones or project deliverables completed, and + any relevant Work Order or task references. This log must be retained for the + duration of the Agreement and for 1 year following its termination. + +--- + +## Engagement Modes + +1. **Retainer.** Where the Engagement Mode in the Special Terms is Retainer, + the framework Agreement itself activates the engagement. No Work Order is + required per task. The Contractor is available on an ongoing basis, picks up + tasks assigned through the default GitHub channel, logs hours via PRs, and + is paid monthly at the hourly rate in the Special Terms. Research and learning + time is not paid unless pre-agreed in writing as part of task scoping. +2. **Project and Milestone.** Where the Engagement Mode in the Special Terms is + Project/Milestone, each discrete engagement requires a formal Work Order + before work begins, as defined in the Work Orders section. Payment terms are + defined per Work Order. + +--- + +## Work Orders + +1. **Applicability.** Work Orders apply only to Project/Milestone engagements. + Retainer contractors do not require Work Orders for individual tasks. +2. **Definition.** A Work Order is a written instruction issued by an Authorised + Issuer that activates a specific Project or Milestone engagement under this + framework Agreement. Each Work Order must specify: scope of work, payment + type, applicable fee, deadline or milestone schedule, and acceptance criteria. +3. **Authorised Issuers.** Work Orders may only be issued on behalf of the Company + by the individuals listed as Authorised Issuers in the Special Terms. + Instructions from any other person do not constitute a valid Work Order and + do not obligate the Company to pay. +4. **Execution.** Work Orders are issued as GitHub issues in the Holdex GitHub + organization. A Work Order is considered accepted and binding once the Contractor + posts a written acknowledgement comment on the relevant GitHub issue. No + signature is required. +5. **Precedence.** In the event of conflict between a Work Order and these Standard + Terms, the Standard Terms prevail unless the Work Order explicitly states + otherwise and is countersigned by both Parties. +6. **No Guarantee of Work.** This Agreement does not guarantee the Company will + issue any minimum number of Work Orders or volume of work to the Contractor. + +--- + +## Compensation + +1. **Payment Type.** Payment is determined by the Engagement Mode in the Special + Terms. Retainer engagements are paid at the hourly rate in the Special Terms. + Project and Milestone engagements are paid at the fee defined in the relevant + Work Order. +2. **Retainer — Hourly.** The Contractor submits hours billed using PRs. Holdex + must approve all hours before payment. Research and learning time is not paid + unless pre-agreed in writing as part of task scoping. Invoices are submitted + at month-end for approved hours only. +3. **Per-Project Fee.** Payment is due on completion and written acceptance of + the project deliverables by an Authorised Issuer, unless otherwise specified + in the Work Order. +4. **Milestone-Based Fee.** Each milestone payment is due upon written acceptance + of that milestone's deliverables by an Authorised Issuer, as defined in the + Work Order. +5. **Taxes.** The Contractor handles all their own taxes, withholdings, + and benefits. The Company makes no deductions. +6. **Finality of Payment.** Any payment made by the Company for approved hours, + completed projects, or accepted milestones constitutes full and final settlement + of all claims relating to the Services covered by that payment. The Contractor + waives any right to dispute or make further claims in respect of that payment + if no written dispute is raised within 14 days after receipt. After this + 14-day period, the Contractor has no further recourse regarding that payment. + +--- + +## Expenses + +1. **Reimbursement.** The Contractor is reimbursed only for pre-approved, + reasonable expenses tied to Services (e.g., server costs, travel, lodging). +2. **Receipts.** Submit receipt-proof with the request. +3. **Payout Timing.** The Company pays within 20 business days of approval. + +--- + +## Independent Contractor Status + +1. **Status.** The Contractor is independent, not an employee, agent, partner, + or joint venturer of the Company. +2. **Authority.** The Contractor has no power to bind the Company + or act on its behalf. +3. **No Employee Benefits.** The Contractor receives no employee + benefits (e.g., insurance, retirement, workers' compensation). + +--- + +## Communication Channels + +1. **Approved Channels.** The Contractor must conduct all communications and + activities on behalf of Holdex with other contractors, Holdex employees, client + representatives, or any third parties only through channels approved in writing + by Holdex. +2. **Default Channel.** The default approved communication channel is Holdex's + GitHub organization (). +3. **Logging Outside Default Channel.** If communication occurs outside the Default + Channel, the Contractor must log a transcript or detailed summary in the Default + Channel on the same day the communication happened. Alternatively, such + communication should be handled directly within the Default Channel. Unlogged + communication will be considered unofficial by Holdex. +4. **Manager Notification.** If the Contractor is authorized to communicate outside + the Default Channel, the Contractor must keep their designated managers (as + specified in the Special Terms) informed by including them in such communications. + +--- + +## Representations and Warranties + +1. **Authority.** Each Party can legally sign this Agreement. +2. **No Conflicts.** Signing and performing will not breach any other contract, + law, or rule (to each Party's knowledge). + +--- + +## Confidential Information + +1. **Obligation.** The Contractor (and its staff) must keep all + Company information confidential indefinitely. +2. **Scope.** Covers IP, projects, technology, business matters, client data, + and third-party secrets. +3. **Permitted Use.** Only for Company work; no disclosure except to authorized + Company personnel. +4. **Return and Deletion.** On termination or expiration of this Agreement, or at + the Company's request, the Contractor must promptly return or securely destroy + all Confidential Information and its copies, including any Work Product or + materials derived from it. The Contractor must then certify this completion + in writing to the Company. + +--- + +## Information Sharing + +1. **Multiple Projects.** The Contractor may be assigned to projects for Holdex + clients and can work on multiple projects at the same time. +2. **Client Separation.** The Contractor must keep all client information + confidential and not share details of work for one client with another. + +--- + +## Intellectual Property + +1. **Ownership.** All Work Product (code, designs, documentation, etc.) + created for the Company is owned 100% by the Company as "work made for hire." +2. **Assignment.** The Contractor assigns all IP rights to the Company from + the date of creation. +3. **Moral Rights.** The Contractor waives all moral rights (e.g., authorship claims). +4. **Assistance.** The Contractor will sign documents or assist the Company to + protect its IP during and after the term. + +--- + +## Non-Solicitation + +1. **Employees.** During the term and for 1 year after termination, neither Party + shall solicit or hire the other's employees without prior written consent. +2. **Clients.** During the term and for 3 years after termination, the Contractor + shall not solicit the Company's clients with whom it worked under this Agreement. + +--- + +## Non-Compete + +1. **Prohibited Activities.** During the term of this Agreement and for 6 months + following its termination, the Contractor shall not directly provide services + to any client they worked with under this Agreement in a capacity that competes + with the Services delivered for that client through Holdex. This restriction + applies only to those specific clients and does not prevent the Contractor from + working in their field generally. +2. **Notification.** The Contractor agrees to notify Holdex Limited of any potential + conflict of interest arising from new engagements or business activities that may + fall within this restriction. + +--- + +## Termination + +1. **Notice.** Either Party may end this Agreement at any time with 7 calendar + days' written notice. Active Work Orders at the time of notice continue until + the end of the notice period unless both Parties agree in writing to end them + earlier. +2. **Payment on Termination — Retainer.** The Company pays for all approved hours + completed up to the end of the notice period. No payment is due for the notice + period if no Services are required and both Parties agree in writing. +3. **Payment on Termination — Per Project.** Payment is due only if the project + deliverables have been fully completed and accepted by an Authorised Issuer + prior to termination. No partial payment is due for incomplete deliverables + unless both Parties agree otherwise in writing. +4. **Payment on Termination — Milestone-Based.** Fully accepted milestones are + paid in full. For any milestone partially completed at the date of termination, + both Parties will negotiate in good faith within 14 days to agree on a fair + value for the work completed, using the Contractor's trace log as the primary + evidence base. If the Parties cannot reach agreement within 14 days, the matter + will be resolved under the [Dispute Resolution](#dispute-resolution) section. + Any IP created as part of a partially completed milestone transfers to the + Company regardless of whether payment has been agreed. + +--- + +## Indemnification + +1. **Indemnity.** The Contractor indemnifies the Company (and its officers, + directors, employees, agents) against claims arising from: (i) the Contractor's + negligence or intentional acts; (ii) breach of this Agreement; (iii) issues + with Work Product. +2. **Notice.** The Company notifies the Contractor promptly of any claims. +3. **Survival.** This section survives termination. +4. **Liability Cap.** The Contractor's total liability under this Agreement is + limited to the total fees paid to the Contractor, except for liability arising + from the Contractor's willful misconduct or gross negligence. + +--- + +## General Provisions + +1. **Entire Agreement.** Together with the Special Terms and the Standard Terms + version referenced therein, this Agreement constitutes the entire agreement and + supersedes all prior negotiations. +2. **Counterparts.** Signed in parts count as one original. +3. **Amendment.** Changes to the Special Terms only in writing signed by both + Parties. Changes to the Standard Terms are governed by the + [Updates](#updates-to-these-standard-terms) section. +4. **Notices.** In English, in writing, delivered by email to the addresses in the + Special Terms (for contractual notices only), or by GitHub release notification as described in the + [Updates](#updates-to-these-standard-terms) section. +5. **Assignment.** No assignment without the other Party's written consent. +6. **Governing Law.** Hong Kong law applies (no conflict of law rules). +7. **No Waiver.** Delaying a right does not waive it. + +--- + +## Dispute Resolution + +1. **Disputes.** If a dispute arises, the Parties will first attempt amicable + resolution within 30 days. If unsuccessful, the dispute will be resolved by + arbitration in Hong Kong under HKIAC rules (one arbitrator, English language). +2. **Force Majeure.** Neither Party is liable for delays caused by events beyond + its reasonable control (e.g., war, flood, government acts). The affected Party + will notify the other promptly and resume as soon as possible. +3. **Severability.** If any part of these terms is invalid, the remainder stays + valid. + +--- + +## Updates to These Standard Terms + +1. **Right to Update.** The Company may update these Standard Terms from time + to time by publishing a new tagged release to the repository at + github.com/holdex/contractor-terms. +2. **Notice of Updates.** The Company will notify the Contractor of any update by: + (i) tagging a new release in the repository (e.g., v1.1), and (ii) sending an + email to the Contractor's registered Gmail address at least 14 days before the + updated terms take effect. The email will include a link to the new release and + a summary of material changes. +3. **Acceptance.** Continued provision of Services after the 14-day notice period + constitutes the Contractor's acceptance of the updated Standard Terms. +4. **Right to Terminate.** If the Contractor does not accept the updated terms, + they may terminate this Agreement under the [Termination](#termination) section + within the 14-day notice period without penalty. +5. **Version on Record.** The version of the Standard Terms that applies to each + signed Agreement is the version tagged at the time of signing, as recorded in the + Special Terms. Any updates apply prospectively only. + +--- + +_Holdex Limited — [github.com/holdex/contractor-terms](https://github.com/holdex/contractor-terms)_