docs: view updated terms

.github/workflows/lint.yml

@@ -13,24 +13,36 @@ on:
       - ready_for_review
 
 jobs:
-  lint:
+  checks:
     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
 
+      - uses: holdex/github-actions/.github/actions/base/checkout@05eefbf2dfd772dbb2c12b9985d21ac24c5da0e5
+        with:
+          ref: 05eefbf2dfd772dbb2c12b9985d21ac24c5da0e5
+
+      - uses: ./.holdex-actions/.github/actions/base/setup-runtime
+        with:
+          package-manager: bun
+
+      - uses: ./.holdex-actions/.github/actions/composed/pr-checks
+        with:
+          run-prettier: false
+          run-markdown: true
+          run-commits: true
+          package-manager: bun
+
       - name: Check links
         uses: lycheeverse/lychee-action@v1
         with:
           args: >
             --verbose
             --no-progress
             --exclude-mail
+            --exclude-path .holdex-actions
+            --exclude-path node_modules
             '**/*.md'
         env:
           GITHUB_TOKEN: ${{ secrets.GITHUB_TOKEN }}

CHANGELOG.md

@@ -6,38 +6,122 @@ at least 14 days before changes take effect.
 
 ---
 
-## v1.0 — 2026-03-29
+## v1.1.0 — 2026-04-01
+
+**Standard Terms:**
+
+- Confidential Information — general business information obligation reduced
+  from indefinite to 3 years from termination date; trade secrets remain
+  indefinitely confidential
+- Intellectual Property — pre-existing IP carve-out added; Contractor retains
+  ownership of pre-existing tools, methodologies, and general knowledge; Company
+  receives a perpetual non-exclusive license to use any pre-existing IP
+  incorporated into Work Product
+- Intellectual Property — moral rights waiver qualified to "to the extent
+  permitted by applicable law" to accommodate jurisdictions where moral rights
+  are inalienable (e.g. Italy, EU)
+- Intellectual Property — added Prior Inventions Disclosure: pre-existing IP the
+  Contractor wishes to retain must be listed in the Special Terms schedule at
+  signing; unlisted IP incorporated into Work Product is presumed Company-owned;
+  the list cannot be amended after signing without mutual written consent
+- Intellectual Property — added Third-Party IP Warranty: the Contractor warrants
+  Work Product is original, contains no unlicensed third-party or open source
+  materials that would restrict the Company's use, and that the Contractor has full
+  authority to assign; breach triggers a contractor indemnity obligation
+- Non-Solicitation — employee non-solicitation made mutual;
+  client non-solicitation reduced from 3 years to 1 year, and narrowed to services
+  substantially similar to those provided under this Agreement
+- Indemnification — mutual indemnification added; Company now indemnifies
+  Contractor against its own gross negligence, willful misconduct, breach, and
+  third-party IP claims related to materials provided by the Company; Notice
+  clause made mutual
+- General Provisions — Entire Agreement clause now cross-references the
+  Supersession clause in Special Terms rather than restating it
+- Notices clause line length fixed for formatting consistency
+- Services — added Subcontracting clause: the Contractor may not subcontract any
+  part of the Services without prior written approval; if approved, the Contractor
+  remains fully liable and must bind any subcontractor to equivalent obligations
+- Services — added Audit Right: the Company may request the Contractor's trace log
+  and supporting records on 5 business days' notice; overbilling identified by an
+  audit must be repaid within 14 days
+- Engagement Modes — added Monthly Hours Cap clause for Retainer engagements: hours
+  above the cap set in the Special Terms require prior written approval from an
+  Authorised Issuer; unapproved excess hours are not payable
+- Work Orders — added Rejection and Cure clause: an Authorised Issuer must provide
+  written reasons when rejecting a deliverable; the Contractor then has at least 5
+  business days to remedy and resubmit; if no written rejection is given within
+  10 business days of submission, the deliverable is deemed accepted
+- Compensation — added Invoice Submission Deadline: invoices must be submitted
+  within 30 days of the billing period end (Retainer) or written acceptance
+  (Project/Milestone); the Company is not obligated to pay late invoices
+- New section: Data Protection and Information Security — requires PDPO compliance
+  and adherence to applicable data protection laws; restricts use of Company data
+  to performance of Services; mandates minimum security measures (full-disk
+  encryption, strong unique credentials with MFA, up-to-date software, secure
+  networks); requires 24-hour written incident notification; makes the Contractor
+  financially responsible for remediation costs where a breach results from their
+  non-compliance with this section; obligations survive termination
+- Termination — added Termination for Cause: the Company may terminate immediately
+  and without notice for material breach (unremedied after 5 business days), fraud,
+  criminal conduct, confidentiality breach, or violation of applicable law; payment
+  on cause termination is limited to work accepted before the termination date, net
+  of any amounts owed by the Contractor
+- Updates — added Summary for Convenience Only clause: any changelog or summary
+  provided in an update notification is informational only; the full text of the
+  Standard Terms prevails in the event of inconsistency
+
+**Special Terms template:**
+
+- Rate Card — added Monthly Hours Cap field to the Retainer section
+- Added Prior Inventions Schedule section (between Supersession and Signatures)
+  for the Contractor to disclose pre-existing IP at the time of signing
+
+---
+
+## v1.0.0 — 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
+- Engagement Modes — Retainer (hourly, no Work Order per task) and
+  Project/Milestone (formal Work Order required per engagement)
+- Work Orders — GitHub issues only, issued by Authorised Issuers listed in
+  Special Terms, accepted by contractor comment. Applies to Project/Milestone
+  engagements only
+- Compensation structured around Engagement Mode — Retainer hourly rate set at
+  signing; Project/Milestone fees defined per Work Order
 - Expenses and reimbursement
 - Independent contractor status
 - Communication channels and logging requirements
 - Representations and warranties
 - Confidential information, including return and deletion on termination
+- Information Sharing — applies to all contractors universally
 - 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
+- Termination with 7 days notice, covering Retainer, Per Project, and
+  Milestone-Based 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
+- Company and contractor details including GitHub handle, Telegram and WhatsApp
+- Engagement Details — Primary Capacity and designated manager
+- Authorised Issuers (pre-filled: CEO and Co-Founder)
+- Services
+- Rate Card — Retainer hourly rate set at signing; Project/Milestone fees
+  defined per Work Order
+- Work Order template for GitHub issue structure (Project/Milestone only)
+- Commencement date
 - Supersession clause — this Agreement immediately replaces all prior agreements
   on signing, while preserving any accrued unpaid amounts from previous agreements
+- Signature block
 
 ---
 

README.md

@@ -30,7 +30,7 @@ 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
+by git tags (e.g. `v1.0.0`). The tag is the version — git timestamps it
 automatically. Never edited retroactively.
 
 **2. Special Terms** (`SPECIAL_TERMS.md`)
@@ -40,7 +40,7 @@ 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 Standard Terms by tag (e.g. `v1.0.0`)
 - The Special Terms by the commit of their filled-in copy
 
 ---
@@ -49,17 +49,17 @@ 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
+Copy [SPECIAL_TERMS.md](SPECIAL_TERMS.md) to the private HR repository and name it `AGREEMENT.md`. Fill in all
 `<!-- PLACEHOLDER -->` 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.
+currently in effect (e.g. `v1.1.0`) 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.
+Signatures can be collected digitally (e.g. PandaDoc) or as a signed PDF scan.
+Store the signed `AGREEMENT_SIGNED.pdf` file in the private HR repository.
 
 ### 3. Confirm the version on record
 
@@ -109,12 +109,12 @@ Once approved and merged:
 ```bash
 git checkout main
 git pull
-git tag v1.1        # increment the version number
-git push origin v1.1
+git tag v1.1.0      # increment the version number
+git push origin v1.1.0
 ```
 
-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](https://github.com/holdex/contractor-terms/releases/new), select
+the tag, and publish. Copy the release URL — you will need it for contractor notifications.
 
 ### 6. Notify contractors
 
@@ -124,17 +124,17 @@ Send an email to all active contractors with:
 - 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 — [version_number] 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 |
+| Tag      | Meaning                                                                    |
+| -------- | -------------------------------------------------------------------------- |
+| `v1.0.0` | Initial release                                                            |
+| `v1.1.0` | Minor update — clarification, new clause, small change                     |
+| `v2.0.0` | 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 —

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:** <!-- e.g. v1.0 -->
+> **Standard Terms version applicable to this Agreement:** <!-- e.g. v1.0.0 -->
 
 ---
 
@@ -71,10 +71,11 @@
 
 > Applies only if Engagement Mode is Retainer. Leave blank otherwise.
 
-| Field           | Value                  |
-| --------------- | ---------------------- |
-| Rate (USD/hour) | <!-- RATE_PER_HOUR --> |
-| Payment Cycle   | Monthly                |
+| Field             | Value                                    |
+| ----------------- | ---------------------------------------- |
+| Rate (USD/hour)   | <!-- RATE_PER_HOUR -->                   |
+| Payment Cycle     | Monthly                                  |
+| Monthly Hours Cap | <!-- MONTHLY_HOURS_CAP (or "None") -->   |
 
 ### Project and Milestone Fees
 
@@ -100,8 +101,8 @@ 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]
+Agreement: [Contractor Full Name] — Special Terms v[X.Y.Z] / Standard Terms v[X.Y.Z]
+Payment Type: [Per-Project / Milestone-Based / Hourly]
 
 **Scope:**
 [Description of work to be delivered]
@@ -140,6 +141,25 @@ but unpaid amounts — remain valid and are not affected by this supersession.
 
 ---
 
+## Prior Inventions Schedule
+
+> This schedule is required by the Intellectual Property section of the Standard
+> Terms. List all pre-existing intellectual property, tools, methodologies, and
+> materials that the Contractor owns or has rights to and that may be incorporated
+> into Work Product delivered under this Agreement. If there are no Prior
+> Inventions to disclose, write "None" in the table below.
+>
+> This schedule cannot be amended after the Agreement is signed without the
+> written consent of both Parties.
+
+| # | Description of Prior Invention     | Ownership / Licence Basis |
+| - | ----------------------------------- | ------------------------- |
+| 1 | <!-- PRIOR_INVENTION_1 or "None" --> |                           |
+
+> Add rows as needed.
+
+---
+
 ## Signatures
 
 By signing below, both Parties confirm they have read, understood, and agreed to