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I recently did a job for a large organization. The job was not a long-term one, so the terms were that I would complete the work and then submit my invoice after completion of work. I was fine with this. The contract I was asked to sign by the client included a clause that states:

An invoice must be submitted within 30 days from the end date of the purchase order authorization, or upon completion of the service, whichever occurs first. Failure to submit an invoice within 30 days will be considered a material breach of this contract. This will result in non-payment of services rendered.

Additionally the contract stated that invoices must be delivered electronically to the E-mail address of the contact person I worked with. The contract specifically said paper-based invoices cannot be accepted.

At the time I signed the contract I did not see either of these as being a problem. However, right after completing the job I had a family emergency and was away for a couple of weeks. With everything going on the invoice just slipped my mind. When I was "back on track" I looked at my records and noticed I hadn't invoiced, so I sent the invoice via Email. This was on day number 29 after I'd completed the work. I requested confirmation of receipt of the invoice in the Email.

I did not get a response on day 30 that my invoice had been received. So, to be safe, I sent it again, again requesting confirmation.

Later the same day, I received a reply to the Email I sent on day 30, saying that I violated the contract by sending my invoice late. They claimed it was received on day 31, apparently a classic off-by-one error on their part, and therefore I would not be paid. I informed my contact that I had actually submitted the invoice on day 29 but it apparently had not been received. I was given quite a nasty reply, along the lines of "well next time send it in sooner and that won't happen." I cannot prove whether or not the invoice was ignored, maybe got spam-foldered, or whether it was actually not delivered.

Do I have any basis whatsoever to challenge this? The amount in question is quite significant. This is an organization I hoped to work with in the future, so I don't want to get on their "bad side", but the amount in question is too significant to ignore. I find it odd that a contract can actually stipulate such a short invoicing period, and I can't honestly say I've heard of a clause like that in a contract before nor have I ever seen it myself in my work.

Do I even have any recourse in terms of charge-off or bad debt given the contract?

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    I'm pretty sure that a term stating "if you don't send an invoice within 30 days we get everything for free" is not legal. At least in the EU I'm quite confident you would win that in court. But of course: IANAL – user3244085 Jul 7 '17 at 11:48
  • So they ignore an email for a couple of days and get a free service. Sweet. Consider it an expensive lesson you should not sign away your rights. It is far less expensive and easier to show a contract to a lawyer before signing it than after the fact. In some parts of the world that contract may be void. – Rui F Ribeiro Jul 7 '17 at 16:30
  • FWIW, I am in the US. Today I wrote an Email to my contact's superior challenging the situation. I got a reply saying that the contract is "standard practice" and that they require all IT development freelancers to sign it. I can't prove that either, but obviously they have no intention to pay. I'm quite steamed that they're walking off with free work and even wonder who else they may have done this to. I can't find any info online about whether such a clause is legal, all I have been able to find is stuff about people not receiving payment on time, not invoices. – fdmillion Jul 8 '17 at 2:42
  • I'm not really certain what you envision any answers being. Few, if any, here are attorneys and frankly, that's what you need to dispute a contract you signed and agreed to. Ultimately it seems to me it comes down to you proving they received the invoice before the deadline. After all you agreed to that clause of the contract and it was your responsibility that to see they received the invoice before the deadline, not that you sent it before the deadline. – Scott Jul 8 '17 at 17:59
  • @metis I think you got it backwards. At the end of day, it boils down to when he sent it... it is not his responsability they take 1,2,3 or 7 days to read emails. I would had never signed such contract. – Rui F Ribeiro Jul 8 '17 at 21:00
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To answer your question, yes, it is possible to challenge the time limit. You will need a lawyer for that, and will likely win, in my amateur opinion.

You sent on day 29, so you are entitled to full payment. That they play games by ignoring it is something that reflects badly on them, and any judge should see right through that. Also, outcomes of cases like this often favor the little guy, you, and I say "like this" because you did, in fact, comply with the contract, and shady companies have often pushed the little guy around, counting on the fact that most do not have funds to fight. Been there, done that, won.

What you probably want is 1) for them to pay you, 2) for them to respect you going forward (which they do not), and 3) them to like you and continue having work for you. You cannot have all this. Their move is deliberate, obviously, so if you win one way, they will make sure you lose another way.

My choice would be to calmly hire a lawyer, win, expect no future work from them, nor losses, and move on.

EDIT:

In my case, the contract work so closely resembled employment, state law protected me as though I were an employee. In South Carolina, the state awards "treble damages", which means triple, so my $10K turned into $30K in the suit. I settled out of court for $20K, which was really break-even for me, after legal costs.

  • Thanks for the reply. I suppose I'm only concerned with how I would prove I sent the Emails. I can certainly print out copies of the original messages, but let's assume the Email actually did not reach the company. In my dialogue with the company they said they interpret "submit" as "received", so "if we don't have it, it's not submitted." The guy explained that "people could lie about having sent an Email they didn't." That's also when he said "if you submit earlier, there's more time to work those bugs out, so it's still on you because we can't prove whether you actually sent it." – fdmillion Jul 10 '17 at 14:02
  • Also the main reason I wanted to maintain a positive relationship is that the company has a large presence in my community and I suppose I fear negative publicity or outright retaliation from the company. It's easy to say retaliation is illegal but it's all but impossible to prove it is occurring, say, if I suddenly stop getting work from other organizations or if subjective opinionated negativity suddenly starts "spreading". I know of other freelancers who have been put out of business by this, so yes, that's also a fear of mine. :P So hard to weigh the money versus the rep. – fdmillion Jul 10 '17 at 14:11
  • Your print out showing you used the correct address, the one that worked days later, would count for a lot. The absence of a delivery failure report does, too. The ISP can provide logs of messages delivered, too, provided they see a subpoena. They have no dog in this fight, so are much more inclined to be unbiased. After their attorney sees the evidence and requests for evidence in the disclosure phase, the client will likely realize they are wrong and unlikely to win. – donjuedo Jul 10 '17 at 20:51
  • In my case, the company had counter-sued me for $1.2 million, which really startled me. But I knew I was right, and after that became obvious in the deposition, they dropped it quietly. – donjuedo Jul 10 '17 at 20:51
  • The company's big presence in the community is also a reason they would seriously consider their reputation, should they continue cheating you. You are not the first, most likely, but as long as you stick to objective facts, it's good to hold them accountable. – donjuedo Jul 10 '17 at 20:53
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If legally possible, the contract needs to be re-negotiated, as you are performing actual repairs and not typical maintenance.

While it is the client's right to attempt to become independant of you, you on the other hand should be able to expect to be the sole provider of maintenance - which should not include mopping up after the client made a mess.

It seems you need to review the expectations of both parties. If they want to cut you out, be proactive about it and negotiate a 'release contract' where you are paid for documentation and perhaps on-site training and remote support.

Perhaps being paid by the hour is the way to go? In fixed price relationships, clients tend to want every single detail covered, whereas they consider nice-to-have versus need-to-have when paying by the hour.

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