From ea77057610f1ad90b790de8e9cdab23e1f96dcf8 Mon Sep 17 00:00:00 2001 From: Vadim Zolotokrylin Date: Tue, 14 Apr 2026 22:45:35 +0800 Subject: [PATCH 1/2] update: prohibit contractors from holding or disbursing client funds Adds a Fund Handling section to the Standard Terms that flatly prohibits contractors from holding, controlling, or disbursing client funds, and makes them responsible for remediation costs if a loss results from a breach. Motivated by holdex/hr-internal#782. Co-Authored-By: Claude Sonnet 4.6 --- CHANGELOG.md | 12 ++++++++++++ STANDARD_TERMS.md | 14 ++++++++++++++ 2 files changed, 26 insertions(+) diff --git a/CHANGELOG.md b/CHANGELOG.md index a767aae..59dc138 100644 --- a/CHANGELOG.md +++ b/CHANGELOG.md @@ -6,6 +6,18 @@ at least 14 days before changes take effect. --- +## v1.2.0 — 2026-04-14 + +**Standard Terms:** + +- New section: Fund Handling — contractors must not hold, control, or disburse + client funds under any circumstances; any such request from a client must be + declined and reported to an Authorised Issuer immediately; the Contractor is + responsible for investigation and remediation costs if a loss results from + breaching this section + +--- + ## v1.1.0 — 2026-04-01 **Standard Terms:** diff --git a/STANDARD_TERMS.md b/STANDARD_TERMS.md index 39e1514..b427f73 100644 --- a/STANDARD_TERMS.md +++ b/STANDARD_TERMS.md @@ -248,6 +248,20 @@ --- +## Fund Handling + +1. **Prohibition.** The Contractor must not hold, control, or disburse client + funds on behalf of the Company or any client. This applies regardless of any + instruction received from a client. If a client asks the Contractor to hold + or disburse funds, the Contractor must decline and notify an Authorised Issuer + immediately. +2. **Incident Costs.** If a loss of client funds results from the Contractor's + breach of this section, the Contractor is responsible for the reasonable costs + of investigation and remediation, consistent with the Indemnification section + of these Standard Terms. + +--- + ## Intellectual Property 1. **Ownership.** All Work Product (code, designs, documentation, etc.) From e9a7b2c722c6a697e088724feb02c3083efca1ce Mon Sep 17 00:00:00 2001 From: Vadim Zolotokrylin Date: Tue, 14 Apr 2026 23:55:11 +0800 Subject: [PATCH 2/2] update: carve out fund-handling losses from the Liability Cap The Incident Costs clause routed through Indemnification, which is subject to the Liability Cap (fees paid to the Contractor). A contractor who loses client funds could have been held to only their earned fees. - Incident Costs now states liability is the full amount of losses plus remediation costs, explicitly not subject to the Liability Cap - Liability Cap now lists breach of the Fund Handling section as an explicit exception alongside willful misconduct / gross negligence Co-Authored-By: Claude Sonnet 4.6 --- STANDARD_TERMS.md | 10 ++++++---- 1 file changed, 6 insertions(+), 4 deletions(-) diff --git a/STANDARD_TERMS.md b/STANDARD_TERMS.md index b427f73..08b4fb6 100644 --- a/STANDARD_TERMS.md +++ b/STANDARD_TERMS.md @@ -256,9 +256,10 @@ or disburse funds, the Contractor must decline and notify an Authorised Issuer immediately. 2. **Incident Costs.** If a loss of client funds results from the Contractor's - breach of this section, the Contractor is responsible for the reasonable costs - of investigation and remediation, consistent with the Indemnification section - of these Standard Terms. + breach of this section, the Contractor is responsible for the full amount of + those losses together with the reasonable costs of investigation and + remediation. This liability is not subject to the Liability Cap in the + Indemnification section. --- @@ -377,7 +378,8 @@ 4. **Survival.** This section survives termination. 5. **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. + from the Contractor's willful misconduct or gross negligence, or from a breach + of the Fund Handling section. ---