From 3841de809081d02d30f3e519fc386871e5467464 Mon Sep 17 00:00:00 2001 From: Vadim Zolotokrylin Date: Fri, 27 Mar 2026 17:18:23 +0800 Subject: [PATCH 01/13] docs: view agreement --- .rumdl.toml | 78 ++++++++++++++++++++ README.md | 127 +++++++++++++++++++++++++++++++- STANDARD_TERMS.md | 181 ++++++++++++++++++++++++++++++++++++++++++++++ 3 files changed, 385 insertions(+), 1 deletion(-) create mode 100644 .rumdl.toml create mode 100644 STANDARD_TERMS.md 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/README.md b/README.md index 4d976cb..b68f172 100644 --- a/README.md +++ b/README.md @@ -1,2 +1,127 @@ # contractor-terms -Contractor Terms + +This repository contains the Standard Terms for independent contractors working with Holdex Limited. It is published +publicly for transparency. + +> **Issues and Discussions are disabled.** For questions, contact [hr@holdex.io](mailto:hr@holdex.io). + +--- + +## Repository Structure + +```text +contractor-terms/ +├── .github/ +│ └── workflows/ +│ ├── lint.yml — markdown formatting checks +│ └── check-links.yml — URL and anchor link validation +├── README.md — this file +├── STANDARD_TERMS.md — the legal document +└── CHANGELOG.md — plain English version history +``` + +--- + +## How This Works + +Each contractor signs a PDF agreement (Special Terms) that references a specific tagged release of `STANDARD_TERMS.md` — +for example `v1.0`. That tag is the version they agreed to. Git ensures the history is tamper-proof and timestamped. + +When terms are updated, a new release is tagged (e.g. `v1.1`) and contractors are notified by email at least 14 days +before changes take effect, as described in the [Updates](STANDARD_TERMS.md#updates-to-these-standard-terms) section of +the Standard Terms. + +--- + +## How to Update the Terms + +Follow these steps every time the Standard Terms are changed. Do not 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 the 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 of the file describing what changed and why, in plain English. Use the format already in the +file. + +### 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 from `hr@holdex.io` 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 `markdownlint` on every PR to `main`. Enforces consistent heading style, list formatting, and whitespace rules. A +PR cannot be merged if lint fails. + +### `check-links.yml` + +Checks all URLs and internal anchor links in `STANDARD_TERMS.md` on every PR to `main`. Catches broken links before they +reach contractors. + +--- + +## Ownership + +This repository is owned and maintained by the HR team at Holdex Limited. For questions or proposed changes, contact +[hr@holdex.io](mailto:hr@holdex.io). + +--- + +_Holdex Limited — [holdex.io](https://holdex.io)_ diff --git a/STANDARD_TERMS.md b/STANDARD_TERMS.md new file mode 100644 index 0000000..f8ecc1a --- /dev/null +++ b/STANDARD_TERMS.md @@ -0,0 +1,181 @@ +# 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 the Services listed in + the Special Terms professionally and deliver on time. +2. **Changes.** The Company can request changes to the Services if they stay + within the original scope. If a change increases costs or time for the Contractor, + both parties will agree in writing on fair adjustments to fees or deadlines. +3. **Record-Keeping.** The Contractor is responsible for maintaining their own + copy of a trace log of all Services provided, including dates, hours worked, + tasks completed, and any relevant project references. This log must be retained + for the duration of the Agreement and for 1 year following its termination. + +--- + +## Compensation + +1. **Rate and Cycle.** As set in the Special Terms (hourly rate, monthly payments). +2. **Invoices.** Submit at month-end for approved hours only. Research and + learning time is not paid unless pre-agreed in writing as part of scoping. +3. **Taxes.** The Contractor handles all their own taxes, withholdings, + and benefits. The Company makes no deductions. +4. **Finality of Payment.** Any payment made by the Company for approved hours + or invoices 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 invoice or payment period if no written + dispute is raised within 14 days after receipt of the payment. After this 14-day + period, the Contractor has no further recourse regarding the paid invoice. + +--- + +## 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). + +--- + +## 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. + +--- + +## 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. +5. **Return.** On termination, return or delete all Company materials immediately. + +--- + +## 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. + +--- + +## Termination + +1. **Notice.** Either Party may end this Agreement at any time with 7 calendar + days' written notice. +2. **Payment on Termination.** The Company pays for Services 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. + +--- + +## 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, 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 From 5e137f037fd4b550136f13aa3ddc2ddbcb1726b3 Mon Sep 17 00:00:00 2001 From: Vadim Zolotokrylin Date: Sun, 29 Mar 2026 10:23:44 +0800 Subject: [PATCH 02/13] docs: do not compete and destory confidential info --- STANDARD_TERMS.md | 13 +++++++++++++ 1 file changed, 13 insertions(+) diff --git a/STANDARD_TERMS.md b/STANDARD_TERMS.md index f8ecc1a..ce7cd85 100644 --- a/STANDARD_TERMS.md +++ b/STANDARD_TERMS.md @@ -80,6 +80,7 @@ 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. --- @@ -105,6 +106,18 @@ --- +## Non-Compete + +1. **Prohibited Activities.** During the term of this Agreement and for a period of 1 year following its termination, + the Contractor shall not, directly or indirectly, engage in any business, project, or venture that is directly + competitive with the business activities of Holdex Limited or any projects that Holdex Limited develops in + collaboration with its clients, within any geographical area where Holdex Limited operates. This includes, but is not + limited to, working for, advising, investing in, or providing services to any competing entity. +2. **Notification.** The Contractor agrees to notify Holdex Limited of any potential conflict of interest arising from + new engagements or business activities during the non-compete period. + +--- + ## Termination 1. **Notice.** Either Party may end this Agreement at any time with 7 calendar From 6e08bdfaea5bd75b5833fdbf992bb9558b2451da Mon Sep 17 00:00:00 2001 From: Vadim Zolotokrylin Date: Sun, 29 Mar 2026 11:24:09 +0800 Subject: [PATCH 03/13] docs: refer Default Channel --- STANDARD_TERMS.md | 21 ++++++++++++++++++++- 1 file changed, 20 insertions(+), 1 deletion(-) diff --git a/STANDARD_TERMS.md b/STANDARD_TERMS.md index ce7cd85..c6c9f00 100644 --- a/STANDARD_TERMS.md +++ b/STANDARD_TERMS.md @@ -64,6 +64,23 @@ --- +## 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 + (https://holdex.io/holdex). +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. @@ -80,7 +97,9 @@ 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. +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. --- From d32eb94374398a4177c5984d3abbbda7791241a8 Mon Sep 17 00:00:00 2001 From: Vadim Zolotokrylin Date: Sun, 29 Mar 2026 12:43:59 +0800 Subject: [PATCH 04/13] ci: link markdown & check links --- .github/workflows/lint.yml | 36 +++++++++++++ README.md | 100 +++++++++++++++++++++++------------ SPECIAL_TERMS.md | 104 +++++++++++++++++++++++++++++++++++++ STANDARD_TERMS.md | 62 ++++++++++++---------- 4 files changed, 243 insertions(+), 59 deletions(-) create mode 100644 .github/workflows/lint.yml create mode 100644 SPECIAL_TERMS.md 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/README.md b/README.md index b68f172..baf59e6 100644 --- a/README.md +++ b/README.md @@ -1,9 +1,10 @@ # contractor-terms -This repository contains the Standard Terms for independent contractors working with Holdex Limited. It is published -publicly for transparency. +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, contact [hr@holdex.io](mailto:hr@holdex.io). +> **Issues and Discussions are disabled.** For questions, reach out through your existing Holdex contact. --- @@ -13,10 +14,11 @@ publicly for transparency. contractor-terms/ ├── .github/ │ └── workflows/ -│ ├── lint.yml — markdown formatting checks -│ └── check-links.yml — URL and anchor link validation +│ └── lint.yml — markdown lint and link validation +├── .rumdl.toml — markdown lint configuration ├── README.md — this file -├── STANDARD_TERMS.md — the legal document +├── STANDARD_TERMS.md — the legal document (versioned by git tags) +├── SPECIAL_TERMS.md — blank template (filled in per contractor by HR) └── CHANGELOG.md — plain English version history ``` @@ -24,18 +26,51 @@ contractor-terms/ ## How This Works -Each contractor signs a PDF agreement (Special Terms) that references a specific tagged release of `STANDARD_TERMS.md` — -for example `v1.0`. That tag is the version they agreed to. Git ensures the history is tamper-proof and timestamped. +Each contractor engagement produces two documents: -When terms are updated, a new release is tagged (e.g. `v1.1`) and contractors are notified by email at least 14 days -before changes take effect, as described in the [Updates](STANDARD_TERMS.md#updates-to-these-standard-terms) section of -the Standard Terms. +**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 Onboarding a New Contractor + +### 1. Prepare the Special Terms + +Copy `SPECIAL_TERMS.md` to the private HR repository. Fill in all +`` fields. 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. --- -## How to Update the Terms +## Workflow for Updating the Standard Terms -Follow these steps every time the Standard Terms are changed. Do not edit past releases. +Follow these steps every time `STANDARD_TERMS.md` is changed. +**Never edit past releases.** ### 1. Create a branch @@ -47,16 +82,17 @@ git checkout -b update/describe-your-change ### 2. Edit `STANDARD_TERMS.md` -Make your changes. Keep the formatting consistent — the lint workflow will flag issues automatically when you open a PR. +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 of the file describing what changed and why, in plain English. Use the format already in the -file. +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. +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 @@ -75,18 +111,18 @@ 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. +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 from `hr@holdex.io` with: +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]` +Use the subject line: `Holdex Contractor Terms Update — v1.1 effective [DATE]` --- @@ -95,11 +131,12 @@ Use the subject line: `Holdex Contractor Terms Update — v1.1 effective [date]` | 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) | +| `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. +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. --- @@ -107,20 +144,19 @@ obligations or Company rights — these warrant extra care in contractor communi ### `lint.yml` -Runs `markdownlint` on every PR to `main`. Enforces consistent heading style, list formatting, and whitespace rules. A -PR cannot be merged if lint fails. +Runs on every PR to `main` that touches a `.md` file. Two steps: -### `check-links.yml` +1. **rumdl** — enforces consistent markdown formatting per `.rumdl.toml` +2. **lychee** — validates all URLs and internal anchor links -Checks all URLs and internal anchor links in `STANDARD_TERMS.md` on every PR to `main`. Catches broken links before they -reach contractors. +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, contact -[hr@holdex.io](mailto:hr@holdex.io). +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. --- diff --git a/SPECIAL_TERMS.md b/SPECIAL_TERMS.md new file mode 100644 index 0000000..68e55d0 --- /dev/null +++ b/SPECIAL_TERMS.md @@ -0,0 +1,104 @@ +# 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 | | + +--- + +## Role + +| Field | Value | +| --------------------- | ------------------------ | +| Role Title | | +| Designated Manager(s) | | + +--- + +## Services + +1. Design, develop, and implement software solutions for Holdex, following the + development principles at [github.com/holdex/developers](https://github.com/holdex/developers). +2. Deliver projects on time and maintain high customer satisfaction for Holdex clients. +3. Promote the Holdex brand on the company website, X (formerly Twitter), LinkedIn, + and other agreed marketing channels. + +--- + +## Information Sharing + +1. The Contractor may be assigned to projects for Holdex clients and can work on + multiple projects at the same time. +2. The Contractor must keep all client information confidential and not share details + of work for one client with another. + +--- + +## Compensation + +| Field | Value | +| --------------- | ---------------------- | +| Payment Type | Hourly rate only | +| Rate (USD/hour) | | +| Payment Cycle | Monthly | + +**Submission & Approval:** + +1. The Contractor must submit hours billed using PRs. +2. Holdex must approve all hours before payment. + +--- + +## Commencement Date + + + +--- + +## 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 index c6c9f00..f535465 100644 --- a/STANDARD_TERMS.md +++ b/STANDARD_TERMS.md @@ -66,18 +66,20 @@ ## 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 +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 - (https://holdex.io/holdex). -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. +2. **Default Channel.** The default approved communication channel is Holdex's + GitHub organization (https://github.com/holdex). +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. --- @@ -97,9 +99,11 @@ 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. +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. --- @@ -112,7 +116,6 @@ 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. -5. **Return.** On termination, return or delete all Company materials immediately. --- @@ -127,13 +130,15 @@ ## Non-Compete -1. **Prohibited Activities.** During the term of this Agreement and for a period of 1 year following its termination, - the Contractor shall not, directly or indirectly, engage in any business, project, or venture that is directly - competitive with the business activities of Holdex Limited or any projects that Holdex Limited develops in - collaboration with its clients, within any geographical area where Holdex Limited operates. This includes, but is not - limited to, working for, advising, investing in, or providing services to any competing entity. -2. **Notification.** The Contractor agrees to notify Holdex Limited of any potential conflict of interest arising from - new engagements or business activities during the non-compete period. +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. --- @@ -168,9 +173,11 @@ 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, or by GitHub release - notification as described in the [Updates](#updates-to-these-standard-terms) section. + 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. @@ -193,7 +200,8 @@ ## 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. + 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 @@ -210,4 +218,4 @@ --- -Holdex Limited — github.com/holdex/contractor-terms +_Holdex Limited — [github.com/holdex/contractor-terms](https://github.com/holdex/contractor-terms)_ From 943145859ed655cf328ad75598f1cdc0a597dd94 Mon Sep 17 00:00:00 2001 From: Vadim Zolotokrylin Date: Sun, 29 Mar 2026 12:44:37 +0800 Subject: [PATCH 05/13] fix link --- STANDARD_TERMS.md | 2 +- 1 file changed, 1 insertion(+), 1 deletion(-) diff --git a/STANDARD_TERMS.md b/STANDARD_TERMS.md index f535465..3481629 100644 --- a/STANDARD_TERMS.md +++ b/STANDARD_TERMS.md @@ -71,7 +71,7 @@ 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 (https://github.com/holdex). + 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 From e8d98fff653799a53e89d458b9ec56ea3faf8695 Mon Sep 17 00:00:00 2001 From: Vadim Zolotokrylin Date: Sun, 29 Mar 2026 12:47:28 +0800 Subject: [PATCH 06/13] docs: allow milestone & per projects terms --- README.md | 8 +++++--- SPECIAL_TERMS.md | 50 +++++++++++++++++++++++++++++++++++++---------- STANDARD_TERMS.md | 42 +++++++++++++++++++++++++++------------ 3 files changed, 74 insertions(+), 26 deletions(-) diff --git a/README.md b/README.md index baf59e6..2e1f72a 100644 --- a/README.md +++ b/README.md @@ -18,7 +18,7 @@ contractor-terms/ ├── .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) +├── SPECIAL_TERMS.md — blank template (filled in per contractor by HR; keep only the relevant compensation subsection) └── CHANGELOG.md — plain English version history ``` @@ -50,8 +50,10 @@ The contractor signs a document that references both: ### 1. Prepare the Special Terms Copy `SPECIAL_TERMS.md` to the private HR repository. Fill in all -`` fields. Record the Standard Terms tag currently -in effect (e.g. `v1.0`) at the top of the document. +`` 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 diff --git a/SPECIAL_TERMS.md b/SPECIAL_TERMS.md index 68e55d0..1a8d9ef 100644 --- a/SPECIAL_TERMS.md +++ b/SPECIAL_TERMS.md @@ -22,15 +22,18 @@ ## Contractor Details -| Field | Value | -| ------------------- | ---------------------- | -| First Name | | -| Last Name | | -| ID Number | | -| Date of Birth | | -| Residential Address | | -| Email (Gmail only) | | -| Phone Number | | +| 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 | | --- @@ -64,9 +67,14 @@ ## Compensation +| Field | Value | +| ------------ | ----------------------------------------- | +| Payment Type | | + +### If Hourly + | Field | Value | | --------------- | ---------------------- | -| Payment Type | Hourly rate only | | Rate (USD/hour) | | | Payment Cycle | Monthly | @@ -75,6 +83,28 @@ 1. The Contractor must submit hours billed using PRs. 2. Holdex must approve all hours before payment. +### If Per Project + +| Field | Value | +| ------------------- | ------------------------------------------ | +| Project Description | | +| Fixed Fee (USD) | | +| Payment Due | | + +### If Milestone-Based + +Milestones and their associated fees are agreed in writing before work begins +and appended below or in a separate Milestone Schedule signed by both Parties. + +| Milestone | Description | Fee (USD) | Due Date | +| --------- | ------------------------- | ------------------------ | ------------------------- | +| 1 | | | | +| 2 | | | | +| 3 | | | | + +> Add or remove rows as needed. Additional milestones may be agreed in writing +> and appended as a signed Milestone Schedule amendment. + --- ## Commencement Date diff --git a/STANDARD_TERMS.md b/STANDARD_TERMS.md index 3481629..cd5c89a 100644 --- a/STANDARD_TERMS.md +++ b/STANDARD_TERMS.md @@ -22,25 +22,41 @@ within the original scope. If a change increases costs or time for the Contractor, both parties will agree in writing on fair adjustments to fees or deadlines. 3. **Record-Keeping.** The Contractor is responsible for maintaining their own - copy of a trace log of all Services provided, including dates, hours worked, - tasks completed, and any relevant project references. This log must be retained - for the duration of the Agreement and for 1 year following its termination. + copy of a trace log of all Services provided, including dates, work completed, + hours worked (if hourly), milestones or project deliverables completed, and + any relevant project references. This log must be retained for the duration + of the Agreement and for 1 year following its termination. --- ## Compensation -1. **Rate and Cycle.** As set in the Special Terms (hourly rate, monthly payments). -2. **Invoices.** Submit at month-end for approved hours only. Research and - learning time is not paid unless pre-agreed in writing as part of scoping. -3. **Taxes.** The Contractor handles all their own taxes, withholdings, +1. **Payment Type.** The payment structure applicable to this Agreement is set in + the Special Terms and is one of: hourly rate, fixed per-project fee, or + milestone-based fee. The terms for each type are set out below. +2. **Hourly Rate.** Where payment is hourly, the rate and payment cycle are as set + in the Special Terms. The Contractor must submit 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 scoping. Invoices are + submitted at month-end for approved hours only. +3. **Per-Project Fee.** Where payment is a fixed per-project fee, the fee and + payment due date are as set in the Special Terms. Payment is due on completion + and written acceptance of the project deliverables by the Company, unless + otherwise specified in the Special Terms. +4. **Milestone-Based Fee.** Where payment is milestone-based, the milestones, + associated fees, and due dates are agreed in writing before work begins and + recorded in the Special Terms or a signed Milestone Schedule. Each milestone + payment is due upon the Company's written acceptance of that milestone's + deliverables. Additional milestones may be agreed in writing by both Parties + as a signed amendment. +5. **Taxes.** The Contractor handles all their own taxes, withholdings, and benefits. The Company makes no deductions. -4. **Finality of Payment.** Any payment made by the Company for approved hours - or invoices 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 invoice or payment period if no written - dispute is raised within 14 days after receipt of the payment. After this 14-day - period, the Contractor has no further recourse regarding the paid invoice. +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. --- From d06431ea032a3bf59255214c41d9d59cd2cf32e7 Mon Sep 17 00:00:00 2001 From: Vadim Zolotokrylin Date: Sun, 29 Mar 2026 12:57:47 +0800 Subject: [PATCH 07/13] docs: supersede all previous agreements & view change log --- CHANGELOG.md | 42 ++++++++++++++++++++++++++++++++++++++++++ README.md | 2 +- SPECIAL_TERMS.md | 10 ++++++++++ 3 files changed, 53 insertions(+), 1 deletion(-) create mode 100644 CHANGELOG.md diff --git a/CHANGELOG.md b/CHANGELOG.md new file mode 100644 index 0000000..784e0e3 --- /dev/null +++ b/CHANGELOG.md @@ -0,0 +1,42 @@ +# 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 +- 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 2e1f72a..da3c5fb 100644 --- a/README.md +++ b/README.md @@ -45,7 +45,7 @@ The contractor signs a document that references both: --- -## Workflow for Onboarding a New Contractor +## Workflow for Signing a Contractor Agreement ### 1. Prepare the Special Terms diff --git a/SPECIAL_TERMS.md b/SPECIAL_TERMS.md index 1a8d9ef..546a1fa 100644 --- a/SPECIAL_TERMS.md +++ b/SPECIAL_TERMS.md @@ -113,6 +113,16 @@ and appended below or in a separate Milestone Schedule signed by both Parties. --- +## 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 From 53ae15fea87f4d94bd4f0a7adaf7c0078a049f8a Mon Sep 17 00:00:00 2001 From: Vadim Zolotokrylin Date: Sun, 29 Mar 2026 14:25:48 +0800 Subject: [PATCH 08/13] docs: refer Default Channel --- CHANGELOG.md | 4 +- SPECIAL_TERMS.md | 127 ++++++++++++++++++++++++++++------------------ STANDARD_TERMS.md | 124 ++++++++++++++++++++++++++++++++------------ 3 files changed, 172 insertions(+), 83 deletions(-) diff --git a/CHANGELOG.md b/CHANGELOG.md index 784e0e3..d3a4463 100644 --- a/CHANGELOG.md +++ b/CHANGELOG.md @@ -22,7 +22,9 @@ Initial release of the Standard Terms and Special Terms template. - 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 +- 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 diff --git a/SPECIAL_TERMS.md b/SPECIAL_TERMS.md index 546a1fa..445312e 100644 --- a/SPECIAL_TERMS.md +++ b/SPECIAL_TERMS.md @@ -1,11 +1,11 @@ # 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: +> 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:** +> **Standard Terms version applicable to this Agreement:** --- @@ -37,73 +37,90 @@ --- -## Role +## Engagement Details -| Field | Value | -| --------------------- | ------------------------ | -| Role Title | | -| Designated Manager(s) | | +| Field | Value | +| --------------------- | --------------------------------------------------- | +| Primary Capacity | | +| Designated Manager(s) | | +| Authorised Issuers | Vadim Zolotokrylin (CEO), Mark Curchin (Co-Founder) | --- ## Services -1. Design, develop, and implement software solutions for Holdex, following the - development principles at [github.com/holdex/developers](https://github.com/holdex/developers). -2. Deliver projects on time and maintain high customer satisfaction for Holdex clients. -3. Promote the Holdex brand on the company website, X (formerly Twitter), LinkedIn, - and other agreed marketing channels. +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 + . The Contractor 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.). --- -## Information Sharing +## Rate Card -1. The Contractor may be assigned to projects for Holdex clients and can work on - multiple projects at the same time. -2. The Contractor must keep all client information confidential and not share details - of work for one client with another. +### Engagement Mode ---- - -## Compensation +| Field | Value | +| --------------- | ------------------------------------- | +| Engagement Mode | | -| Field | Value | -| ------------ | ----------------------------------------- | -| Payment Type | | +### Retainer — Hourly Rate -### If Hourly +> Applies only if Engagement Mode is Retainer. Leave blank otherwise. | Field | Value | | --------------- | ---------------------- | | Rate (USD/hour) | | | Payment Cycle | Monthly | -**Submission & Approval:** +### Project and Milestone Fees + +> Applies only if Engagement Mode is Project/Milestone. +> All fees and schedules are defined per Work Order before work begins. -1. The Contractor must submit hours billed using PRs. -2. Holdex must approve all hours before payment. +### Commission Structure -### If Per Project +> Applies only when commission is part of the compensation. Leave blank or mark as "Not Applicable" otherwise. -| Field | Value | -| ------------------- | ------------------------------------------ | -| Project Description | | -| Fixed Fee (USD) | | -| Payment Due | | +| Field | Value | +| ------------------------ | ---------------------------------------------------------------- | +| Commission Eligible | | +| Commission Rate | | +| Commission Basis | | +| Payment Trigger | | +| Cap / Threshold (if any) | | + +> Any commission payable will be calculated and paid only on revenue or deals directly generated and closed by the Contractor, as approved by an Authorised Issuer. Detailed commission calculations will be documented per Work Order or monthly report. + +--- -### If Milestone-Based +## Work Order Template -Milestones and their associated fees are agreed in writing before work begins -and appended below or in a separate Milestone Schedule signed by both Parties. +> Applies only if Engagement Mode is Project/Milestone. +> Retainer contractors do not require Work Orders for individual tasks. -| Milestone | Description | Fee (USD) | Due Date | -| --------- | ------------------------- | ------------------------ | ------------------------- | -| 1 | | | | -| 2 | | | | -| 3 | | | | +When an Authorised Issuer creates a GitHub issue to initiate a new engagement, +the issue must follow this structure: -> Add or remove rows as needed. Additional milestones may be agreed in writing -> and appended as a signed Milestone Schedule amendment. +```text +**Work Order — [Brief Title]** +Agreement: [Contractor Full Name] — Special Terms v[X] / Standard Terms v[X] +Payment Type: [Per-Project / Milestone-Based] +**Scope:** +[Description of work to be delivered] +**Fee:** +[Fixed fee USD / Milestone schedule with amounts and due dates] +**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. --- @@ -115,17 +132,17 @@ and appended below or in a separate Milestone Schedule signed by both Parties. ## 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 +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 +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 | @@ -139,6 +156,16 @@ these Special Terms and the Standard Terms at the version referenced above. **Attach a copy of government-issued ID below this line.** + + --- _Holdex Limited — [holdex.io](https://holdex.io)_ + +```text + +This version uses proper Markdown table syntax and consistent line breaks so it renders correctly on GitHub, Notion, +Obsidian, or any Markdown viewer. You can copy it directly. + +Let me know if you need the Standard Terms refreshed in the same style too! +``` diff --git a/STANDARD_TERMS.md b/STANDARD_TERMS.md index cd5c89a..b4a9aad 100644 --- a/STANDARD_TERMS.md +++ b/STANDARD_TERMS.md @@ -16,39 +16,76 @@ ## Services -1. **Performance.** The Contractor will perform the Services listed in - the Special Terms professionally and deliver on time. -2. **Changes.** The Company can request changes to the Services if they stay - within the original scope. If a change increases costs or time for the Contractor, - both parties will agree in writing on fair adjustments to fees or deadlines. +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 hourly), milestones or project deliverables completed, and - any relevant project references. This log must be retained for the duration - of the Agreement and for 1 year following its termination. + 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.** The payment structure applicable to this Agreement is set in - the Special Terms and is one of: hourly rate, fixed per-project fee, or - milestone-based fee. The terms for each type are set out below. -2. **Hourly Rate.** Where payment is hourly, the rate and payment cycle are as set - in the Special Terms. The Contractor must submit 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 scoping. Invoices are - submitted at month-end for approved hours only. -3. **Per-Project Fee.** Where payment is a fixed per-project fee, the fee and - payment due date are as set in the Special Terms. Payment is due on completion - and written acceptance of the project deliverables by the Company, unless - otherwise specified in the Special Terms. -4. **Milestone-Based Fee.** Where payment is milestone-based, the milestones, - associated fees, and due dates are agreed in writing before work begins and - recorded in the Special Terms or a signed Milestone Schedule. Each milestone - payment is due upon the Company's written acceptance of that milestone's - deliverables. Additional milestones may be agreed in writing by both Parties - as a signed amendment. +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, @@ -123,6 +160,15 @@ --- +## 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.) @@ -161,10 +207,24 @@ ## Termination 1. **Notice.** Either Party may end this Agreement at any time with 7 calendar - days' written notice. -2. **Payment on Termination.** The Company pays for Services 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. + 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. --- @@ -229,8 +289,8 @@ 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. + signed Agreement is the version tagged at the time of signing, as recorded in the + Special Terms. Any updates apply prospectively only. --- From ad4ba3237b56b5f283e0e934887f709015c39d6b Mon Sep 17 00:00:00 2001 From: Vadim Zolotokrylin Date: Sun, 29 Mar 2026 14:43:51 +0800 Subject: [PATCH 09/13] docs: offer & accept comission when applicable --- SPECIAL_TERMS.md | 40 ++++++++++++++++------------------------ 1 file changed, 16 insertions(+), 24 deletions(-) diff --git a/SPECIAL_TERMS.md b/SPECIAL_TERMS.md index 445312e..3517f6f 100644 --- a/SPECIAL_TERMS.md +++ b/SPECIAL_TERMS.md @@ -5,7 +5,7 @@ > the Standard Terms published at: > [github.com/holdex/contractor-terms](https://github.com/holdex/contractor-terms) > -> **Standard Terms version applicable to this Agreement:** +> **Standard Terms version applicable to this Agreement:** --- @@ -52,7 +52,7 @@ 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 - . The Contractor must maintain high standards of + [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.). @@ -81,19 +81,12 @@ > Applies only if Engagement Mode is Project/Milestone. > All fees and schedules are defined per Work Order before work begins. -### Commission Structure +### Commission -> Applies only when commission is part of the compensation. Leave blank or mark as "Not Applicable" otherwise. +> Applies only when commission is offered. Otherwise mark as Not Applicable. -| Field | Value | -| ------------------------ | ---------------------------------------------------------------- | -| Commission Eligible | | -| Commission Rate | | -| Commission Basis | | -| Payment Trigger | | -| Cap / Threshold (if any) | | - -> Any commission payable will be calculated and paid only on revenue or deals directly generated and closed by the Contractor, as approved by an Authorised Issuer. Detailed commission calculations will be documented per Work Order or monthly report. +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. --- @@ -108,13 +101,20 @@ 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] +Payment Type: [Per-Project / Milestone-Based / Retainer + Commission] + **Scope:** [Description of work to be delivered] + **Fee:** -[Fixed fee USD / Milestone schedule with amounts and due dates] +[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] ``` @@ -156,16 +156,8 @@ these Special Terms and the Standard Terms at the version referenced above. **Attach a copy of government-issued ID below this line.** - + --- _Holdex Limited — [holdex.io](https://holdex.io)_ - -```text - -This version uses proper Markdown table syntax and consistent line breaks so it renders correctly on GitHub, Notion, -Obsidian, or any Markdown viewer. You can copy it directly. - -Let me know if you need the Standard Terms refreshed in the same style too! -``` From 41755c16f804daf745a1a30af5102f7667cc6a88 Mon Sep 17 00:00:00 2001 From: Vadim Zolotokrylin Date: Sun, 29 Mar 2026 15:18:48 +0800 Subject: [PATCH 10/13] testing --- README.md | 2 +- 1 file changed, 1 insertion(+), 1 deletion(-) diff --git a/README.md b/README.md index da3c5fb..eb51439 100644 --- a/README.md +++ b/README.md @@ -1,4 +1,4 @@ -# 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 From a5c961349101ae970fc0bc94d52eb1a7e815cc0d Mon Sep 17 00:00:00 2001 From: Vadim Zolotokrylin Date: Sun, 29 Mar 2026 15:19:16 +0800 Subject: [PATCH 11/13] Verify GPG signature From 33b62a0d365707594bec40f6447c00572c2491ab Mon Sep 17 00:00:00 2001 From: Vadim Zolotokrylin Date: Sun, 29 Mar 2026 15:20:36 +0800 Subject: [PATCH 12/13] Verify GPG signature From c66d8a0d58884531e0e5f27c71b6625661d7aae7 Mon Sep 17 00:00:00 2001 From: Vadim Zolotokrylin Date: Sun, 29 Mar 2026 15:20:59 +0800 Subject: [PATCH 13/13] fix --- README.md | 2 +- 1 file changed, 1 insertion(+), 1 deletion(-) diff --git a/README.md b/README.md index eb51439..da3c5fb 100644 --- a/README.md +++ b/README.md @@ -1,4 +1,4 @@ -# 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