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Comment by Workaccount2 | Hacker News Reader

So make sure you fully read the fine print before signing an agreement for something.

You should do this for consumer stuff, but it's mandatory for business stuff.

Yup, even for smaller business stuff. For a non-profit I'm on the board of, the staff wanted a more useful printer/copy machine than just a store bought thing, it's a small office, so I said sure find something and let us know.

So I get a contract and am told it's been vetted and I should sign it. What I found was outrageous.

- If we cancelled for any reason, including if they just didn't do any of there terms in the contract, we owed the full price of the remaining contract immediately.

- The way they structured it was also as a rental, so we were paying full price for purchase of the equipment embedded into the term of the contract, but it was the vendors equipment, so if we cancelled we still paid them full price for the equipment, and they got to keep it.

- If there were any legal disputes, no matter which party was at fault, my side would pay for all the lawyers.

I said nope, can't do it. And my staff were pissed at me for like a year because everyone just signs those things.

I’m also on a nonprofit board. They have an independent LLC and an independent nonprofit which signs contracts for various services like that, and then contracts with the “real” nonprofit to actually use the services. Was advised to set it up this way by an experienced nonprofit consultant.

We had to shred a bad contract (oddly enough, also for a printer / copier) and simply abandoned the LLC and declared it defunct. The service provider never has even showed up to pick up the printer. It was a pay per page contract where they unilaterally raised the price about 200% for no reason.

We also abandoned a water cooler and water cooler service after the vendor simply refused to answer our requests to end the service. (It’s $20 a month. There was no long term contract signed.) Apparently nonprofits are a target for this sort of thing, so we now don’t even mention we are a nonprofit and handle business relationships via the LLC.

It’s absurd things have become this way.

How are you setting up LLCs nowadays? I set one up through legalzoom and get charged an increasing amount each year (it increased $100) this year and I can't cancel / dissolve the charges via the UI. Even though I signed up online, I have to contact the state to dissolve the LLC then show legalzoom proof in order to cancel their yearly fee. Its pretty crazy.

Are there other better vendors for this kind of work out there?

I form them myself, which takes about 5 minutes on the Secretary of State's website. The only fee to the state is a one time formation fee. This is true in a variety of states.

I got this advice to do so from (a) the aforementioned nonprofit consultant and (b) an actual attorney, who does serve as a registered agent, for no fee. He is glad to do so since in the very rare event of a lawsuit, he'll be the one representing us. However, you could also just be your own registered agent if you have an office where people regularly work.

Note that I am not going out of my way to conceal the identity of the nonprofit board members / members of the LLC.

Why do you need a "vendor" at all? Do the paperwork yourself and pay the $100 fee (or whatever it is in your chosen state), and Bob's yer uncle. At worst add in a one-time cost of $40 or so to buy a book like Nolo's LLC Handbook[1].

[1]: https://www.amazon.com/Nolos-LLC-Handbook-Agreements-Instruc...

Because you don't want to be your own registered agent.

This is out of date advice, primarily given by registered agents who often aren't actual attorneys.

Not everyone wants to have their location publicly available for the world to see. If you can be served a lawsuit, people can "serve" you a bunch of other things too.

Fair enough. For my money, I wouldn't pay somebody else to do that, but I can see the appeal for some folks.

You might want to use a registered agent rather than blasting someone's home address into all kinds of public records, or using an attorney who starts the billing clock to receive spam. And when you go for the more reasonably priced registered agents, it feels like a ticking clock until they start to enshittify.

I get why your staff would be pissed because dealing with a crappy printer/scanner is the bane of a lot of office workers' existence... but they must have been able to find a better vendor or something off the shelf which supported the features they needed right? What special feature could they possibly offer to make them brave enough to put all those terms in their contract?

They count on potential customers not reading the contracts, or being able to do math or research themselves.

Typical customers for these types of scams are small offices with no technical person in the loop.

Another example is the predatory, abusive contracts sold for merchant card processing.

Whereas our local bank will do it for $10 a month, interchange plus 0.15%, no contract. Versus fees of 3%, 3 year contract.

So make sure you fully read the fine print before signing an agreement for something.

The article makes it sound like that wouldn't have helped.

It states that the terms of the contract were "unilaterally" changed, without anyone being told -- Something that the tech industry has normalized.

Reading the fine print of the signed contract wouldn't have helped, since the contract changed since then.

These days you're lucky if you even get an e-mail saying "Our terms of service have changed, and if you don't like it, tough noogies." People who are not lawyers on HN will say it's illegal, yet it still happens constantly, and doesn't seem to have been struck down in any court, or it wouldn't keep happening.

If you sign such a contract then you have already screwed up. Note that terms of service and licenses are not the same thing as such contracts and are a bit more limited legally (heck, such a clause in a full-on contract is already on shaky ground)

Contracts cannot be so amended unless you allow it. Why would you possibly allow it?

ToS are for low-value consumer accounts. 500 seats and public institutions is very different.

I'm curious about about how the "unilateral amendment" works. If you didn't like the fine print in it, do you have to give your six month termination notice then and there?

If they unilaterally amend the contract to go from 6 months' notice to 12 months' notice, then presumably you'd have to give your 12 month termination notice then and there...

...and hope they don't unilaterally amend the contract in the interim to allow them to retroactively extend the termination period.

AFAIK, "unilateral amendment" should be considered at least very suspect by most courts?

Unilateral amendment might be a bit of a misnomer because its basically a new contract that your continued use implicitly accepts. There is never any retroactive term change. If they unilaterally change the notice period to 12 months and you reject, you would have to give your of rejection but it would be under the 6 month term because you are not accepting the new contract.

Unless there are other provisions for unilateral changes for contracts in the termination period, no new terms would apply to your final 6 months.

Unilateral amendments appear to be fairly standard legal things:

https://www.oncontracts.com/unilateral-amendments/

doesn't it defeat the point of a contract?

Usually "unilateral amendments" are allowed via the contract terms, so it's part of the original contract.

so you might as well sign a blank sheet. why bother with a contract?

As written they are usually a Hobson's choice - accept the new terms or terminate the agreement. So the other party can't throw something completely heinous in there. But it does open you up to all kinds of issues, especially if accepting the new terms is implicit in taking no action, since this kind of thing can easily wind up ignored in an organisation.

And factor the cost in time, effort and risk of mistaken analysis into the cost of what the contract offers. Many times, it just isn’t worth it.

I read the agreement for ID.me and it’s atrocious. It requires that I “voluntarily” waive civil rights. I don’t want to use the service.

There is no other way to log into IRS.gov.

You can’t watch YouTube without a Google account.

You can’t be in the parent group chat without agreeing to the Meta TOS for WhatsApp.

The list goes on.

"You can’t watch YouTube without a Google account"

you cant??? I reinstall my dekstop the other day, it let me view without login the problem is recommendation tab/service is empty because there is no history so it cant recommend something, hence you assume that you couldn't view videos

If you use VPN then you'll get a login screen instead of the video content.

This doesn't align with my experience.

I routinely watch YouTube in private, not signed in, and only open a video in a normal, signed in window if I want it preserved in my history.

Which civil rights?

And regardless, courts have previously ruled that you can't waive your civil rights in a contract.

Previously. Not the current SCOTUS, of course.

How does that hold up for arbitration clauses?

What civil right is being violated? The sixth amendment only applies in criminal matters.

The seventh amendment is right to a jury trial in civil matters.

The law gives people the right to use arbitration.

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