Client asking Project source file that not mentioned in the contract

[flipmedialk]

Hi,
I m working on a project of 16 ( 3 minute X16 ) motion Graphics videos, so I chose a method of how to do it more efficiently to finish it in the given time frame. After I completed the 1st video he is asking me to send the project source files that not mentioned in the client job details,
Also, I cannot send raw files because if I send it ll not be editable.because im using plugins that I cant give him.

he is telling me that he can't pay the agreed amount. but I havent broke the agreement.

Please help me with this

[prestonhunter]

Send him the source files. How does it hurt you to send the source files?

If he can't even use them, then why does it matter?

You don't actually owe him these files. But if sending them means he releases payment, it sounds like a good deal for you.

Your alternative is to NOT send him the raw source file, pointing out that sending such is NOT part of the agreement, and cancel the contract.

Your OTHER alternative is to hold your ground and not send the raw source files, and he will either agree to that or refuse to pay you. Could go to a dispute...

Next time, be more clear with the client beforehand about what you will be sending.

[flipmedialk]

Hi

true I can give him source files like he that,

but he wants me to make it as he can edit it, but I cannot rework on that I have made a base to complete 16 videos.

he is saying he can't pay that he cannot edit source files

Thank you

[prestonhunter]

I get it that you can't send him something editable, unless he has the plugins.

If it was me, I would tell him that he CAN edit these files if he has the plugins, and send him the link to where he can buy them.

And I would send him the source, and I would make sure I am going to get paid for this. If he won't pay because of any reason, I stop working on the project immediately, and close it myself.

He has indicated that he may or may not pay. So he needs to pay me now for everything, or pay for each video as I send it to him. I am not going to do all 16 videos, give them to him and then he says he won't pay for them because he can't edit them.

This needs to be resolved now.

[petra_r]

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Preston H wrote:

You don't actually owe him these files

---

You may want to take a look at the terms of service...

Depending on details, he may well owe the client the files.

[moonraker]

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Nuwan Bhaggya M wrote:

Hi,
so I chose a method of how to do it more efficiently to finish it in the given time frame.

---

Are you sure that this didn't break the agreement? 

[prestonhunter]

If the agreement was that I provide him with files HE can edit... and then I decided to make the videos in a more expedited way... but that means that he can not actually edit them, then I am going to apologize now for the inconvenience, and I am going to close the contract.

[petra_r]

6.2 BACKGROUND TECHNOLOGY

Freelancer will disclose in the Engagement terms any Background Technology which Freelancer proposes to incorporate into Work Product or upon which use or distribution of the Work Product will depend. If Freelancer discloses no Background Technology, Freelancer warrants that it will not incorporate any Background Technology into Work Product provided pursuant thereto. Freelancer will separately provide, with each delivery of Work Product to Client, a bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Work Product and provides, for each item of Background Technology identified, (a) the name and any associated version number, (b) the applicable license or licensing terms, (c) whether the item has been modified by Freelancer, and (d) how the item has been incorporated into, is used by, or is relied upon by the Work Product. Notwithstanding the foregoing, unless otherwise agreed in the Engagement terms, Freelancer agrees that it will not incorporate into Work Product or otherwise deliver to Client any software code for which the use or distribution of the code will create (or purport to create) obligations for Client to grant any rights or immunities under Client intellectual property to a third-party, including without limitation any obligation that the Work Product or Client software combined with, derived from, or distributed with such Work Product (x) be disclosed or distributed in source code form, (y) be licensed for the purpose of making derivative works, or (z) be redistributable at no charge.

[63b6bde8]

Notwithstanding the foregoing, unless otherwise agreed in the Engagement terms, Freelancer agrees that it will not incorporate into Work Product or otherwise deliver to Client any software code.

---

This seems to answer this question. All files are code and no one is obligated to send client source files.

[flipmedialk]

hi

providing source files are not in the job details. so is it a must to provide it to him ? he is telling he is not gonna pay me,

[prestonhunter]

re: "Providing source files are not in the job details. so is it a must to provide it to him?"

If this was an hourly contract, then all files you produce while working on the project (billing time to the client) would belong to the client. So you WOULD need to provide those files to the client.

But because this is a fixed-price contract, then you only "need" to provide the deliverables specified in the original agreement.

HOWEVER:

If it will make this all go better for you, you MAY provide him with the raw source files you created, even if providing them was not part of the agreement.

I already told you what I would do if I was in your situation. You are welcome to ask additional questions, but ultimately nobody here can decide for you what to do.

YOU need to make YOUR OWN choice, among the following possibilities:

a) Apologize for the misunderstanding, and close the contract yourself now.

b) Provide the raw source files associated with how you are making the videos. Provide a link to where the client can buy the plugins. (Maybe the client is not going to try using these files at all. Maybe he just wants them in his possession.)

c) Do NOT provide the raw source files. Tell the client he will need to accept what you send him, and that is all he will get. Understand that the client MAY agree to this and pay you. Or he may NOT agree to this, and he may try to NOT pay you.

d) Completely re-work the project so that you can provide the client with source files that he can edit, without any third-party plugins. Do all the extra work necessary to provide the videos this way.

[flipmedialk]

Tnx for your detailed info

its a fixed rate job , however i used a plugin to animate eliments in the project  and i talked to the plugin developper for a solution , he told me 2 options

1. deliver original file and ask client to contact him

2. convert scripted layers to  key frames

i agree to client to give eather option, but as i feel client wants to re do the project as he can give files to someone else to modify easily , then he can close the contract and ask someone else to do the rest.

i gave him a fixed rate for 16 videos , still i finished only 1 video , also he dragged the 1st video for 1 month of 3 month project  changing the stayle we agreed manytimes. also he is very happy of my output.

Thank you

[florydev]

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Preston H wrote:

re: "Providing source files are not in the job details. so is it a must to provide it to him?"

If this was an hourly contract, then all files you produce while working on the project (billing time to the client) would belong to the client. So you WOULD need to provide those files to the client.

But because this is a fixed-price contract, then you only "need" to provide the deliverables specified in the original agreement.

Why do you say that?  Why would he not need to provide the deliverables that he produced if he was pay for it (assuming he was)?

To me the optional (really default) terms are clear that IP is the client's if they pay.  

[prestonhunter]

re: "Why do you say that?"

Those aren't my rules. I am simply explaining Upwork's rules.

Fixed-price contracts are contracts to provide specified delivables.

Not complicated.

If a fixed-price contact is in place to provide a photo of a cake for a baking blog, then the freelancer is required to provide the photo.

The freelancer is not also required to provide the cake.

[florydev]

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Preston H wrote:

re: "Why do you say that?"

Those aren't my rules. I am simply explaining Upwork's rules.

Fixed-price contracts are contracts to provide specified delivables.

Not complicated.

Oh, then I must have misunderstood.  Would you mind pointing to me where it says that?

[prestonhunter]

Yes, it appears that you misunderstood. I think you were thinking about aspects of the hourly contract model, in which all work product produced while billing time belongs to the client.

The fixed-price contract is sort of the opposite. With fixed-price contacts, the freelancer does only the tasks and provides only the deliverables specified in the original agreement.

[petra_r]

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Preston H wrote:

With fixed-price contacts, the freelancer provides only the deliverables specified in the original agreement.

---

Nope.

The freelancer also provides, with each delivery of Work Product to Client, a bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Work Product and provides, for each item of Background Technology identified, (a) the name and any associated version number, (b) the applicable license or licensing terms, (c) whether the item has been modified by Freelancer, and (d) how the item has been incorporated into, is used by, or is relied upon by the Work Product. Notwithstanding the foregoing, unless otherwise agreed in the Engagement terms, Freelancer agrees that it will not incorporate into Work Product or otherwise deliver to Client any software code for which the use or distribution of the code will create (or purport to create) obligations for Client to grant any rights or immunities under Client intellectual property to a third-party, including without limitation any obligation that the Work Product or Client software combined with, derived from, or distributed with such Work Product (x) be disclosed or distributed in source code form, (y) be licensed for the purpose of making derivative works, or (z) be redistributable at no charge.

Plus:

Freelancer hereby automatically grants to Client a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated in Work Product delivered for that payment.

[florydev]

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Preston H wrote:

Yes, it appears that you misunderstood. I think you were thinking about aspects of the hourly contract model, in which all work product produced while billing time belongs to the client.

The fixed-price contract is sort of the opposite. With fixed-price contacts, the freelancer does only the tasks and provides only the deliverables specified in the original agreement.

---

Wouldn't be the first time.  Still I would like to read it for myself.  I have this thing where I think something is true and then when that is challenged I like to understand where I went wrong in case I just made something up entirely.

I also find your analogy really messed up:

If a fixed-price contact is in place to provide a photo of a cake for a baking blog, then the freelancer is required to provide the photo.

The freelancer is not also required to provide the cake.

It's true I would not provide the cake, but that is not in debate.  If I shot a picture of a woman I wouldn't provide the woman either.  But I would have to provide the picture wouldn't I?  I couldn't just print it and send that in the mail and be in Upwork's TOS could I?  In the days before electronic media, I would have to provide the negatives, wouldn't I?  In all of these cases we are talking about Copyright and I cannot be granted the exclusive right to reproduce a work if I cannot actually reproduce the work...can I?

I don't see anything in the clauses that Petra provided that I also understand as the default agreement that specifies that Intellectual Property is different from fixed rated to hourly. 

[petra_r]

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Mark F wrote:

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I don't see anything in the clauses that Petra provided that I also understand as the default agreement that specifies that Intellectual Property is different from fixed rated to hourly. 

---

The crux here isn't so much intellectual property, it is the background technology that was used and clearly NOT properly communicated.

As per the original post  "Also, I cannot send raw files because if I send it ll not be editable.because im using plugins that I cant give him."

[florydev]

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Petra R wrote:

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Mark F wrote:

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I don't see anything in the clauses that Petra provided that I also understand as the default agreement that specifies that Intellectual Property is different from fixed rated to hourly. 

---

The crux here isn't so much intellectual property, it is the background technology that was used and clearly NOT properly communicated.

As per the original post  "Also, I cannot send raw files because if I send it ll not be editable.because im using plugins that I cant give him."

---

Maybe I am misunderstanding though what Preston is asserting because I took it to mean that on a Fixed Rate project he can just choose to delivery the end product, in this case a video, and not the files necessary to produce the video.

[prestonhunter]

re: "The crux here isn't so much intellectual property, it is the background technology that was used and clearly NOT properly communicated."

I agree.

All fixed-price contracts should begin with clear communication and a very clearly described description of what tasks will be performed and what the deliverables will be.

This didn't happen sufficiently in the original poster's situation.

The key point in the original poster's situation doesn't even relate to the question about Mark is asking about (about files produced by the freelancer), but it relates to third-party files. The freelancer used third-party plugins to deliver the desired work product. The freelancer does not want to "give" those third-party plugins to the client. Nobody in this thread is advising him to do so. If you dig into Upwork's ToS/legal section, you'll see that Upwork doesn't ask him to.

The original poster has been provided with a lot of information, advice, and options. He will need to make a decision for himself about how he resolves things with the client.

There would not have been a problem if the original poster had VERY CLEARLY told the client, before starting the contract:

"There is a fast way that I can produce these videos for you, using a third-party plugin that I have a license to use. I will be able to get you all 16 finished videos. You wouldn't be able to generate these on your own computer unless you have the software AND the plugin. If you want me to make these videos WITHOUT a plugin, I can do so, but it will take longer and I will need to charge more."

[petra_r]

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Preston H wrote:

There would not have been a problem if the original poster had VERY CLEARLY told the client, before starting the contract:

"There is a fast way that I can produce these videos for you, using a third-party plugin that I have a license to use. I will be able to get you all 16 finished videos. You wouldn't be able to generate these on your own computer unless you have the software AND the plugin. If you want me to make these videos WITHOUT a plugin, I can do so, but it will take longer and I will need to charge more."

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Not enough. Please go back to the legal pages and read again. (BOTH 6.2 and 6.5)

[florydev]

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The key point in the original poster's situation doesn't even relate to the question about Mark is asking about (about files produced by the freelancer), but it relates to third-party files. The freelancer used third-party plugins to deliver the desired work product. The freelancer does not want to "give" those third-party plugins to the client. Nobody in this thread is advising him to do so. If you dig into Upwork's ToS/legal section, you'll see that Upwork doesn't ask him to.

You are right I did deviate from the what the OP asked, surely I am the only person ever to have done so.  I just found something you said interesting and possibly wrong and wanted to get clarification, so, rather than hijack OP's thread any further I will ask my own question.

[flipmedialk]

Hi,

 i chose that project deadline reading the description, because of having a third party animation plugin only i can finish the task on time. 16 X 3 minute animated videos. less than 3 months.

i l be in big trouble if i do it manually, i ll not be able to meet the deadline, then definitely he ll report that I couldn't deliver on time.

i can only hand over project files converting plugin animation to keyframes, then he doesn't need the plugin.

 Thank you

[a_lipsey]

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Nuwan Bhaggya M wrote:

Hi,

 i chose that project deadline reading the description, because of having a third party animation plugin only i can finish the task on time. 16 X 3 minute animated videos. less than 3 months.

i l be in big trouble if i do it manually, i ll not be able to meet the deadline, then definitely he ll report that I couldn't deliver on time.

i can only hand over project files converting plugin animation to keyframes, then he doesn't need the plugin.

 Thank you

---

It sounds to me like you discussed with the plug-in developer a solution. Why don't you discuss those with the client and see which works. Keep calm. These kinds of things are going to happen. Just keep communicating with the client and try to resolve the issue in a way that works for both of you. Moving forward be clear about what technology you are using before you accept the contract. 

[prestonhunter]

re: "It's true I would not provide the cake, but that is not in debate. If I shot a picture of a woman I wouldn't provide the woman either. But I would have to provide the picture wouldn't I?"

This is an interesting question. The answer is quite simple.

There was a hypothetical job posting to bake and decorate a cake. This was a job for a baker. Photographing the cake was the simple and quick aspect of this job. This was NOT a job posting in which a photographer was hired to come in and bake an already-prepared cake.

The core of this job was baking the cake. Yet the client has no right to ask the freelancer to send the cake, because the specified deliverable was the photographs of the cake - not printed files, but high-quality digitial files that the client can use on her blog, or in a cookbook, or however she wants to use the files.

So even though the cake itself was "work product" produced during this fixed-price contract, the client is not entitled to receive the cake.

The job photographing the woman is quite different. The photographer did not "create" the woman. Sending the woman to the client was never in question. The job was to photograph the woman and send the digital files to the client.

Photographers (and clients of photographers) are familiar with many situations in which a contract does not specifically stipulate providing digital files, and the client/customer only receives quality prints. Such contracts are common in the "brick and mortar world" (such as with studio photography), and are also valid on Upwork.

With photography, it is important for all parties involved - client and freelancer - to clearly state what the deliverables will be. No client should hire a photographer on Upwork without clearly stating what it is that they intend to receive.

Other types of work are similar.

Often discussed in the Forum are graphic design jobs, wherein graphic artists agree to provide final files usable in the client's project, but they don't necessarily provide all of the intermediate files or the raw files that would be needed to edit the work. What types of files the freelancer will provide ("the deliverables") must be discussed by both parties before the contract begins, so that there is no misunderstanding.

A lack of communication about these details has been the source of many disagreements discussed in the Forum.