The Importance of Contracts

Back­ground

I was recently ripped-off on one of my projects back in Jan­u­ary. It’s the first time that this has ever hap­pened to me in the 10+ years that I have either been free­lanc­ing or run­ning LunarStu­dio. Over the years, I’ve worked on over sev­eral hun­dred images and web­sites, and I’ve never once encoun­tered any unrea­son­able cir­cum­stances which weren’t eas­ily reme­died or cor­rected. With all of my projects, I’ve always been cer­tain to send out a con­tract unless it was a really trusted client. With­out going into too many spe­cific details, this con­tract basi­cally serves five main purposes:

1. Out­lines what I will deliver.
2. Out­lines what is expected from a client such as plans, ele­va­tions, etc.
3. Pro­tects both the client and myself.
4. It appears more professional.
5. Helps me keep track of paperwork.

To sum­ma­rize what hap­pened, I did work for a com­pany called Advanced Fab­ri­ca­tion out in Cal­i­for­nia. They also go by the name Cof­fee Cart Biz. While I’m very reluc­tant to have actu­ally released any names, I feel that in this rare case it is nec­es­sary to pre­vent other artists from encoun­ter­ing the same issues that I have had. As it stands, they have still refused to pay for my time and ser­vices. In no ways would this be con­sid­ered slan­der or libel — it is merely stat­ing the facts. I even have it in writ­ing that they refused to pay and the con­tract to show for it. To add salt to the wound, they went ahead and posted my work on their web­site with­out per­mis­sion (nor pay­ment) which amounts to copy­right infringement.

In my con­tracts, I stip­u­late that I will work ini­tially from a client’s sup­plied plans. After that ini­tial round, I allot for a cou­ple rounds of changes think­ing that it would be advan­ta­geous for future busi­ness by keep­ing the client happy. I also stip­u­late that plans should be pro­vided which are cor­rect and final­ized from the start, that way any poten­tial changes are kept down to a min­i­mum. Well, we started off on the wrong foot here. First, I was sent incor­rect plans. When I men­tioned this to the client, they told me I was in the wrong (which I wasn’t) and finally when I con­vinced them that they were incor­rect, they ended up telling me to go hunt around for their files. The client also made arbi­trary deliv­ery dates such as send­ing me infor­ma­tion on a Fri­day night, and then expect­ing changes the fol­low­ing Mon­day dur­ing the week of Christ­mas. The point in telling you this is to show that they were being quite unreasonable.

Not only did I con­tinue to politely work on their project, but I ended up going above and beyond the out­lined rounds of changes. The thought process behind “being accom­mo­dat­ing,” is that they promised to have more work in the future. In all, I ended up cre­at­ing five rounds total, with about 5 views/renderings per round. Each round would take sev­eral days on aver­age. The project, which prob­a­bly should have not run any longer than one week ended up run­ning about a month in total. And they were not just “sim­ple” changes, but often involved com­plete changes in geometry.

The prob­lem is that I think the client either didn’t care, or they sim­ply “assumed” that changes were easy to make. Any­one that is expe­ri­enced with the 3D process knows that noth­ing could be fur­ther from the truth. A “sim­ple” change such as a wall color could tack on sev­eral hours eas­ily — by the time you make the changes, test process sev­eral rounds, and send off the revised image for approval. This can seri­ously lead to a major time-sink. If you also have other clients, than this could adversely affect the out­come of their art­work as well. Last but not least, it directly impacts our own time-frame for receiv­ing prompt pay­ment. As a 3D artist work­ing with peo­ple who are some­what unfa­mil­iar with the process, I believe it is our oblig­a­tion to let the client know how their requests for changes can impact our time and that of oth­ers. It is sim­ply the respon­si­ble and pro­fes­sional thing to do.

With­out going into every nit-picky and unrea­son­able demand (and they were demands), I finally men­tioned that this went well beyond my con­tract and that my fifth round was to be con­sid­ered a final round. If they needed any other changes, I would gladly make them but those changes would be bill­able. Advanced Fab­ri­ca­tion in turn replied by say­ing that they refused to pay me unless I made another round of changes for them. Tim Lang­don of Advanced Fab­ri­ca­tion offered up a mea­ger “$100″ for at least one more addi­tional day’s worth of work. That was the last straw which broke the prover­bial camel’s back. I felt that their method of hold­ing finances over someone’s head that’s con­sci­en­tiously gone above and beyond a rea­son­able amount of work, and tried to pro­vide the best work pos­si­ble, to be a very crass method of con­duct­ing business.

Cur­rent Case

I approached two attor­neys who both spe­cial­ized in copy­right issues. Both wouldn’t con­sider the case due to the “triv­ial” amount involved (a cou­ple thou­sand in case you need to know.) Attor­neys on aver­age bill out around $400 hour. Their advice to me was to take this issue to small claims court which I have done. I have also gath­ered all of the paper­work which includes a signed con­tract, all of the emails, as well as print­outs of the art­work and screen­shots of this com­pany using one of my images with­out permission.

As for them using my image with­out per­mis­sion, I had informed them of copy­right infringe­ment and they pulled my image down within a week. Accord­ing to one attor­ney, a judge would award com­pen­sa­tion based on the amount of dam­age the infringe­ment may have caused. In this case, a week’s time was prob­a­bly not enough to war­rant sig­nif­i­cant damages.

Hope­fully, I can obtain pay­ment through the small claims judi­cial sys­tem. If this goes through, I can also write the Bet­ter Busi­ness Bureau of Cal­i­for­nia, it will affect their credit rat­ing and his­tory, and can also be sub­mit­ted to the Sec­re­tary of State and/or Attor­ney General.

Keep in mind, you don’t nec­es­sar­ily need a writ­ten and signed con­tract to con­duct busi­ness. Word of mouth is just as admis­si­ble in the court of law, how­ever the bur­den of proof becomes more dif­fi­cult. It is bet­ter to play it safe than sorry.

Lessons Learned

We often learn from our mis­takes, and in this case there are sev­eral things which could have been done dif­fer­ently and some things I’m glad that I didn’t change.

1. Always have a con­tract. It might take a half hour tops to cre­ate, but it’s well worth hav­ing the doc­u­men­ta­tion handy for ref­er­ence. In this rare instance, this will ben­e­fit me.
2. Do not allow for “free” rounds of changes. There should only be an ini­tial pre­view round to make sure that your scene and model is cor­rect. The client needs to pro­vide you with final­ized plans from the begin­ning. If they can’t pro­vide solid plans, then you will need to wait.
3. If you feel some­thing is minor and you want to pro­vide free changes, you can do so at your dis­cre­tion. But at least you will have it in con­crete writ­ing that you didn’t allow for any changes with­out billing extra. This way you avoid spend­ing extra days worth of time and work­ing with what I like to call the “maybe factor.”
4. Mis­takes on your behalf should always be cor­rected free of charge. After all, you made them.
5. List your change rates in your con­tracts, and make cer­tain your client is well aware of this rate.
6. If changes are asked, item­ize those changes and pro­vide the client with an esti­mate as to how long you think their changes will take. Wait until they sign off on them.
7. Always point out all of the free and addi­tional work you have done on a project. If you don’t inform them of your changes done out of cour­tesy, don’t expect them to auto­mat­i­cally real­ize it.
8. Always take it with a grain of salt when a client holds a “car­rot over your head.” Just about every sin­gle per­son I speak with almost always men­tions that they prob­a­bly will have future oppor­tu­ni­ties. This is some­thing you should auto­mat­i­cally assume — after all, if you did a great job to begin with, then why wouldn’t they come back to you? It’s just another way of say­ing, “can you give me some­thing rel­a­tively inex­pen­sive, and I’ll feed you more work down the road?” You real­ize shouldn’t com­pro­mise here. If it’s a project that you really want to work on are inter­ested in — there are some excep­tions but the excep­tions shouldn’t be the rule.
9. Take screen shots.
10. Save emails.
11. Save con­tracts.
12. Ana­lyze their work as well. In this case, if I looked more closely at their pre­vi­ous ren­der­ings, I would have noticed a vari­ety of 3D ren­der­ing styles. If I had paid more atten­tion, this would have raised an ini­tial flag of concern.
13. You should water­mark your images and don’t remove the water­mark until you received pay­ment. This must be spelled out clearly in your contracts.

You have to really look at our artis­tic pro­fes­sion from the per­spec­tive of any other pro­fes­sional indus­try. For exam­ple, if you were to hire a painter to paint your house, you would select a color and have them paint it. How­ever, after they had painted it and you decided that you didn’t like it, it would be ridicu­lous and uneth­i­cal to tell the painter to redo the paint in a dif­fer­ent color and expect it to be free of charge — even if you were “promised” more work down the road.

You can pretty much take any other indus­try as an exam­ple. If you took your car to a mechanic and asked them to change your oil, you wouldn’t expect them to replace your brake pads for free. It’s sim­ply a ludi­crous thought. You would need to pay them for the extra time, expertise/labor, and parts involved.It’s only fair.

In the same respect, we should all han­dle our art­work and value our time and efforts equally. Any­one that’s being cheap about these mat­ters is prob­a­bly not worth con­duct­ing busi­ness with. Not charg­ing for changes is really doing a dis­ser­vice to the indus­try as a whole and it only serves to make the rest of us look unprofessional.