How Can a Freelancer Safely Fire a Client

February 18, 2009 1:27 PM

What's the best way, once I tell a client I'm done with her, to protect myself from claims of unauthorized access or sabotage on the systems I configured for her?

I'm breaking off relations with a client I installed and configured a number of software packages for. I have ongoing access to all the software I installed -- shell accounts, database & other passwords -- because I agreed to do hourly support once the software was up and running.

My first thought is to prepare a notarized letter and send it via registered mail, providing a list of administrative accounts/passwords and advising the client to change them. My second thought is that I'm overthinking this and should just e-mail my point of contact with the information she needs to reset the passwords for herself, assuming that if she eventually does something foolish and breaks something she won't do anything vindictive and shift the blame to me.

I do have reason to believe a certain amount of vindictiveness is worth planning for in this case. Even if it's not, this seems like the sort of thing I should know in the future: The sort of people I do work for are not hiring extra technical help when they contract with me -- I am the technical help -- so there's not an in-house admin or engineer to close and lock the door behind me.

Looking beyond this instance, are there standard contract clauses or procedures among technical contractors that deal with this sort of thing? I'm more of a shade-tree mechanic than a high-speed consultant, but if it means setting up an LLC or something similar I'll do it if that's what it takes to keep relatively lucrative side work coming in.

posted by anonymous to work & money (7 comments total)

FWIW - It's my opinion that an LLC is not technically necessary unless you think you need the additional protections of your personal property and assets.

What you should do, as a freelancer, is have a contract stating what you will do on the project from start to finish with a set end date or "sign-off" in mind so that your contract is the legal document for referencing what you did or did not provide. That contract can also state that at end-date or sign-off date (of it gets signed off on earlier) that you will provide all access codes/info to the client (with instructions to change where possible) and that it is the client's responsibility to maintain them from that point on.

While it's great that you're thinking ahead on severing ties with this client, the best strategy comes into play before you've even signed the client on when you're working out the details and compensation in the contract.


posted by emjay at 1:38 PM on February 18

Having severed relationships with a number of clients in the past, I would say that you should give them a "bible" of information relating to the work you did, with all relevant information. If they want to change the password they can at any time. Let them know that if they wish, you can keep their passwords on file in case they need to reference you, or you can expunge them from your records right away.

And also, what emjay said. In the future, cover your ass, but put your best foot forward and be amenable to them, letting them know that it is within their power. If you're especially nice, you can even go over there and charge them hourly to open up everything you have a password to and have THEM change it to something you don't know. Sometimes that makes people feel happy.
posted by orville sash at 1:44 PM on February 18

It's my opinion that an LLC is not technically necessary unless you think you need the additional protections of your personal property and assets.

Ummm, in the event someone sued him someday (not exactly unlikely if you do business long enough), exactly why WOULDN'T he want that? I think it's a very necessary step to protect yourself.

If you are doing a very small amount of business, you should look into the tax obligations though- I know CA wants a minimum of $800 a year whether the LLC makes any money or not.
posted by drjimmy11 at 2:00 PM on February 18

exactly why WOULDN'T he want that? I think it's a very necessary step to protect yourself

I am neither a lawyer nor an accountant, but my accountant told me not to bother with a single-person LLC when I started freelancing: it sounded as though it made 0 difference in court. I have liability insurance, but that's about it.
posted by yerfatma at 2:10 PM on February 18

I'd second (or third) the idea of sending them a registered letter or something that says "sorry we won't be working together in future. Here's all of the information you will need to do stuff yourself" and include every username, password, serial number, support contact,etc.

Also add something about how you will, for security purposes, be destroying your copies of this information, so this is the final hand off. And make sure that you do this; purge the passwords, etc, and recommend that the user change the access codes and whatnot. That will hopefully protect you from the "what's the serial number for thingy?" questions; you can honestly say "I don't have access to that anymore. Sorry". It also protects you from any claims of maliciousness about passwords and the like; you sent them the information, so it is their fault if they don't keep it or change it. Plus, it's always best to take the moral high ground here; even if the client is a pain in the ass, be polite, thank them for their business and wish them well.
posted by baggers at 2:24 PM on February 18

I am neither a lawyer nor an accountant, but my accountant told me not to bother with a single-person LLC when I started freelancing: it sounded as though it made 0 difference in court. I have liability insurance, but that's about it.

This. IANAL either, but with a Single Member LLC there are no non-debtors, i.e., the single member is the debtor, as far as I know. From my limited understanding, any charging order would still result in you personally being pursued, despite the apparent protection of the LLC.

Better off to give them a positive, friendly, supportive sendoff, with a generous package of information on security procedures, imho.
posted by liquado at 2:35 PM on February 18

(disclaimer disclaimer disclaimer, etc.)

It sounds like you have the right idea. Sending something registered mail isn't a bad idea. It's not terribly provocative, but show's your serious about your work. Give them step-by-step instructions for changing the passwords. Make sure you change any contact/forgot my password email addresses to the client's email. Possibly mention that current passwords will expire on day X, and on day X try your log-ins. If they still work, trigger the "I forgot my password" feature for your client.

Take a snapshot of the computer as it is at the moment of handoff and burn it to a CD/DVD and include it with the registered letter, even if they're not going to be technical enough to deploy the backup. At very least it's a signal that it's all in their hands now.

I personally would do more than just send passwords/logins. I would spend a half day writhing up enough documentation so the next guy can at least get a feel for what's going on. I'd consider making it clear that you're not going to answer questions from them, but you will offer [low integer] hours of free consultation with whoever they pick as their new technical contact, after which you will charge $[gratuitously high number they'd never go for] per hour for support.

However no level of diligence or contracts or liability protecting legal entity can protect you from a client being a jerk. I had a client once hold payment because a project wasn't documented well enough for him. This was after submitting 85 pages of documentation and doing a line-by-line code review of the entire project with him and his lead engineer. Some people are just jerks. Never did see that money even though the used that code every day until the company went bankrupt. Sometimes it just happens. Simply being in business guarantees that it will happen to you sooner or later.
posted by Ookseer at 5:08 PM on February 18