contract-law payment
Tricky Upwork client with additional contract
<p>I have problem with client on Upwork.
Before starting contract client asked me to sign &quot;statement of the work&quot; which described detailed TODO's and milestones (with no due date and only with time to complete and they are significantly different from initial job description) with no termination clause and with no payment clause, only sums as described in Upwork’s job milestones. Client located in USA and I'm in Russia.</p>
<p>Basically the job is to develop firmware for custom USB headset. I really underestimated the job, it took 5 months instead of 1.5. Once I even proposed client to make a partial refund, but we agreed that I'll finish it.</p>
<p>Now code meets all requirements (maybe with some non major issues) from that document and client wants to remove echo on opponents side when talking with developed device, but there are no initial requirements for phone call quality, the only statement is &quot;The user can make phone calls and listen to music using wired headphones.&quot; and this requirement is met. So I assume he wants this really hard work to be done for free and I think there will be something else. He constantly saying that I'm liar and not honest person and always trying to psychologically push me.</p>
<p>Client even do not agree on compromise with closing this job without last milestone payment. I've not sent last source code version to the client because I'm sure that he will not accept it, I've sent only binary for testing.</p>
<p>Main problem is additional document with milestones.
After I asked to clarify the list of issues, the client said again that I'm liar, obligated to do the work because I've started it and that he will write me whats wrong with my code and what I owe him(very emotionally).</p>
<p>So I have questions:</p>
<ol>
<li>Is that statement of the work legal?</li>
<li>If yes, how to terminate it?</li>
<li>If I completed and was paid(significant remark: through Upwork) for 2/3 milestones, do I need to pay something back after termination?</li>
<li>Can this client behavior be treated as “debt bondage” and where I can report it?</li>
<li>Generally, how can I protect me from this client and resolve that situation?</li>
</ol>
<p>Thanks for attention.</p>

<blockquote>
<p>Generally, how can I protect me from this client and resolve that situation?</p>
</blockquote>
<p>At the outset, it is hard to assess the matter without knowing the relevant details of your contract. If you edit your post to incorporate the relevant portions of your contract(s)/agreement(s) with this client, I'll be happy to take a look at it and edit this answer.</p>
<p>In and of itself, the &quot;statement of work&quot; most likely is lawful. Your acceptance thereof renders it binding. For instance, your miscalculation of how long it would take to complete the job does not release you from contract obligations. Nor are discrepancies with respect to the initial job description dispositive if you later agreed to the client's changes. That does <strong>not</strong> mean the contract entitles the client to anything and everything he subsequently demands. Hence the importance of knowing the terms of the contract.</p>
<p>The client's attempts to intimidate you (for instance, by calling you &quot;liar&quot;) neither strengthens nor proves his legal position. It might even reflect his violation of the <em>covenant of good faith &amp; fair dealing</em> that is implied in all contracts. But if you acquiesce, then you would needlessly constrain rights you hitherto had.</p>
<p>Since the client drafted the &quot;statement of work&quot; and possibly other binding documents, you might benefit from the <a href="https://en.wikipedia.org/wiki/Contra_proferentem" rel="nofollow noreferrer"><em>contra proferentem</em> doctrine</a>. The client's terms might entail ambiguities that cannot reasonably be resolved from the language in the contract.</p>
