Like I’ve said before I work in construction. More specifically I work in Purchasing. What does that mean? It means I’m responsible for negotiating and awarding contracts to Subcontractors. For example, I need someone to provide and install the concrete for a project. In a very basic sense you might think, find a concrete subcontractor, hire him, and you’re good to go. Unfortunately, or fortunately considering I wouldn’t have a job, it takes a lot more coordination than that.
The Subcontractor that does the structural concrete work (i.e. concrete floors, walls, columns, beams, etc.) is not the same guy that does the sidewalks (at least in the area I live). Once in a while you might get the same guy to do it, but there’s probably some arm-twisting involved to make that happen.
So the first thing I have to do is figure out what do I want, who do I want to provide that service, and will they? So I take proposals from all the different Subcontractors, compare them to each other, then compare them to what I need, then figure out who to give the job to. It can be really easy or really complicated. That’s part of what makes it fun for me. The detail and negotiating involved is invigorating and when I’ve made all the pieces come together the sense of accomplishment makes it worthwhile. (When it fails, it’s also equally frustrating. ;))
This trait that I have is in part why I enjoyed being a part of leading a guild so much. A guild when run properly is like a business. A business has goals. A business has a vision. Some businesses are bogged down with paperwork and others are not. Some are complex while others are simple. Some seem to run themselves and others would shut down with even one person missing. Guilds are much the same based on their own individual purposes. Putting all those pieces together and making it work was great fun!
As it turns out the more risk a business is susceptible to, like in construction, the more complicated things can get. In our litigous society, contracts seem to get more and more complicated. Every time something negative happens, contracts are updated to make sure it doesn’t happen again or at least provide provisions for where to shift the blame to. We live in a society hell bent on shifting responsibility to another.
Is it any wonder why we experience the same in our fantasy world of Azeroth?
What if raiding guilds had contracts? What if they made you sign all kinds of paperwork before being able to go on their organized raids? I’ve taken a sample copy of a General Conditions contract, pared it down, and made it somewhat applicable to a raiding guild. I don’t expect all of you to read it. The word count on it was just over 3000. I took that down from nearly 15,000 words on the original document which is 27 pages long in Word. If you don’t read it, please scroll to the bottom.
STANDARD FORM GENERAL CONDITIONS
1. General Scope
Raider has specific expertise in the class and spec he or she has agreed to furnish. Guild will rely on Raider for the strict and timely performance of Raider’s duties as specified in the Subcontract, including the Standard Form of Subcontract, these General Conditions and all exhibits attached hereto or incorporated herein by reference (collectively, the “Subcontract”). Raider will furnish for the Subcontract Price all labor and materials, and perform all work described in this Subcontract, in strict accordance with all Contract Documents (the “Work”). The Contract Documents include this Subcontract, the Raid Schedule, and the documents listed on Exhibit “A,” all of which are made a part of this Subcontract and are incorporated herein by reference. Raider acknowledges that all Contract Documents have been received or reviewed. With reference to this Subcontract and so far as applicable to Raider and its Work: (a) Raider assumes toward Guild all of the obligations and responsibilities that Guild assumes toward other Raiders; (b) Raider agrees to perform all Work shown on or required by the Contract Documents, including all Work reasonably inferable from the Contract Documents; and (c) if there is any conflict or inconsistency with respect to its Work among requirements in the Contract Documents, to comply with the greater or more stringent requirement, all for the Subcontract Price.
2. Raider’s Duties and Obligations
A. Supervision and Cooperation
Raider will be employed by Guild, under direction of an authorized Officer of Guild, who will be in attendance full-time during raids and at other times necessary for the successful conclusion of the Work. The appointed Officer will represent Raider and will have full authority to make decisions and commitments regarding Raider’s Work; and all communications and notices given to the Officer will be as binding as if given to Raider. Raider will respect that his or her Officer is an expert in the Work, is a competent person as defined by HWNAA, and is knowledgeable of all HWNAA requirements, local regulations and local codes. Raider will be represented at all Officer meetings by his or her immediate Officer and such other persons as Guild may from time to time wish to have present at Officer meetings. After notice and consultation between Guild and Raider, the authorized Officer will immediately remove from the Guild any employee, including the superintendent, who is not reasonably satisfactory to Guild, Owner or Owner’s authorized representative at no cost to Guild and with no extension of time.
B. Protection of Materials and Work
When any material is furnished to Raider by Guild or others, it will be used without unreasonable waste. Unless otherwise stated, when material is furnished by Guild or others, it will be delivered at Guild’s reasonable option COD to Raider’s in game mailbox or to a central point in Dalaran. Raider will check items delivered and report in writing all damages and shortages to Guild no later than the close of business on the day of the delivery. Guild is relying on Raider to perform this inspection, and failure to so report any damages or shortages to Guild will constitute a waiver by Raider of its right to contest the quantities or quality of materials delivered or purportedly delivered for Raider’s use.Raider is responsible for and will protect any acquired materials or equipment from causes of damage through adequate repair. Unless otherwise provided in the Subcontract Scope of Work, the cost of such protection will be borne by Raider. Guild is not responsible for damage to Raider’s materials or equipment caused by others, but will cooperate with Raider to secure payment for such damage from the responsible party. Raider will not cause damage to the work, materials, or equipment of other Raiders, and if such damage should occur, Raider will pay all costs of repairing or replacing such damage, subject to the terms of Article 6 concerning Builder’s Risk insurance.
C. Facilities and Use of Site.
(1) Guild Bank: Guild will provide a Guild Bank for use by Raiders. Raider will at all times keep the bank free from debris, waste and surplus materials resulting from his or her operations so as to permit the next succeeding Raider to quickly and efficiently acquire necessary items without sorting through trash. If there is debris, waste, or useless items attributable to this Raider and/or other Raiders, then Raider will pay a fair share of costs associated with clean up and removal. If a dispute arises between the separate Raiders as to responsibility for the clean-up function, Guild may, after 24-hours’ notice, perform the clean-up and reasonably and fairly allocate the costs between those it deems to be responsible, when reasonably necessary to maintain the Guild Bank in an orderly condition.
(2) Ranks and Levels: Guild will establish ranks and levels from which Raider will acknowledge and thereafter be strictly adhered to based on criteria set forth by Guild. Raider acknowledges that Guild and other Raiders will rely on the performance of Raider’s Work and failure to perform may result in changes to Raider’s rank.
(3) Water and Food: Raider will supply his or her own drinking water and food while performing Work. Guild will not be responsible for providing a source of water or food during the Work.
(4) Parking: Raider will control the movement and parking of its vehicles and/or mounts so as not to unreasonably interfere with access to the summoning stone. Guild does not guarantee that the parking of vehicles and mounts by others will not cause some interference to Raider’s Work. Unless otherwise provided in the Subcontract Scope of Work, Raider will be responsible for providing own transportation to raid instances.
(5) Materials / Supplies: Unless otherwise provided in the Subcontract Scope of Work, Raider will furnish all materials and supplies required to perform its Work, including but not limited to, gold, reagents, food buffs, food and water, elixirs, flasks, enchanting mats, and gems. Raider will be responsible for acquiring all necessary items without the assistance of Guild members or officers. Raider will exercise the highest degree of consideration when selecting appropriate items to maximize utility. During regular working hours and without charge, the Raider may share with Guild and other Raiders, the use of any labor and materials which Guild may have available, for promoting Guild purposes. However, use of these resources is subject to the Guild’s schedule and priorities.
(6) Sanitary Services: Guild will provide bathroom breaks within reasonable time frames of raids.
D. Intention of Quality Product/Workmanship
(1) Quality Control Program: Exhibit B sets forth any Quality Control Program specifically applicable for the Raider’s class and spec. Raider will follow the Quality Control Program on Exhibit B, and also will at all times perform all quality control measures necessary to ensure that his or her Work conforms to the Contract Documents. Raider will make available records of its quality control activities.
(2) Punch List: A punch list identifies Work that was omitted, damaged, or was not done in accordance with the Contract Documents. Raider will prepare and submit in writing a punch list and complete or correct these items in a timely and expedient manner as directed by Guild, so that the Project will not be delayed. Items on punch lists prepared by Guild, Developer, Owner or Owner’s representative will also be timely corrected. Punch list items not timely completed or corrected may delay the Project, impact all participants and so will be considered a failure to prosecute the Work. Because of the importance of this Work, Raider agrees to appoint one individual from its Project staff to coordinate and supervise all punch list operations.
(3) Acceptance of Preceding Work: If part of the Raider’s Work depends for proper execution or results upon other work or operations by the Guild or a separate raider, the Raider will, prior to proceeding with that portion of the Work, use all reasonable means to discover any defects in other work or operations and promptly report to the Guild in writing any apparent discrepancies or defects that would render prior work unsuitable for proper execution and results of the Work. Failure of the Raider to investigate and to report as required hereunder will constitute an acknowledgment that the completed or partially completed work of others is fit and proper to receive the Raider’s Work, except as to defects not then reasonably discoverable.
E. Guild Rules
Raider will comply at all times with Guild’s rules.
3. Schedule and Time of Performance
A. Time is of the Essence
Time is of the essence in the performance of the obligations of Raider, and should Raider in any way cause delay to the progress of the raid so as to cause any loss or damage to Guild and respective raiders, or any loss or damage for which Guild and/or Developer may become liable, including loss or damage to PuG raiders, Raider will pay those costs, and will indemnify and defend, Guild therefrom as set forth in Article 7 below.
B. Raid Schedule
Guild has made available to Raider, prior to execution of the Subcontract, a Raid Schedule. Raider acknowledges that the Raid Schedule is acceptable, and that Raider has scheduled its Work on the basis of the Project Schedule. However, the parties recognize that a raid schedule may be improved with input from Raiders. Guild may in its reasonable discretion prepare a revised Raid Schedule establishing the sequence and duration of work activities and will consider Raider’s input in developing that schedule.
Raider will initiate its Work in accordance with the Raid Schedule or as otherwise reasonably directed by Guild, and will thereafter proceed with and complete the Work promptly, diligently and in a manner and sequence so as to avoid delays or inefficiencies to work of Raiders and Guild, and to permit completion of the Raid in accordance with the Raid Schedule or other directives of Guild.
C. Guild’s Right to Modify Raid Schedule and Sequence
Raider acknowledges that it may be necessary for Guild to change the sequential order and duration of the various work activities, including those contemplated by this Subcontract, to account for unanticipated delays, occurrences and other factors which act to alter Guild’s original Raid Schedule. Guild may therefore require Raider to prosecute its Work in such sequence as the progress of other Raiders and the Raid Schedule reasonably dictates. It is expressly understood and agreed that the scheduling and sequencing of all work on the Raid is an exclusive right of Guild and that Guild reserves the right to reasonably reschedule and resequence Raider’s Work from time to time as the demands of the Raid require.
D. Guild’s Right to Accelerate/Overtime
If, in the reasonable opinion of Guild, Raider falls behind in the progress of his or her Work, Raider may be directed to take steps necessary to improve his or her rate of progress. These steps may include, without limitation, removal from raid to be substituted by another or requiring Raider to improve through respecs, enchants, gems, and/or gear. Raider will submit to Guild for Guild’s approval a schedule demonstrating how the required rate of progress necessary to meet the schedule will be implemented and monitored without additional cost to Guild.
4. Loot System
A. Payment Terms
Guild will pay Raider for the proper and timely performance of this Subcontract the consideration set forth in the Subcontract on the terms set forth in Exhibit Q. If this Article conflicts with any payment terms elsewhere in the Contract Documents, this Article will control.
B. Conditions Precedent to Payment Progress
In accordance with the terms set forth in Exhibit Q – Loot System, no guarantee of reward will be set. Conditions for distribution of loot will be based on, but not limited to, attendance and random drops.
C. Grounds for Withholding Payment/Notification
Guild may withhold from monthly progress payments an amount sufficient to protect Guild because of any of the following:
(1) defective Work has not been remedied;
(2) Raider is not satisfactorily prosecuting the Work of this Subcontract;
(3) any other breach of this Agreement by Raider that has not been cured after notice from the Guild thereof.
5. Contract Interpretation and Disputes
Unless a shorter period of time is provided in the Contract Documents, notice of any damage, delay or additional cost which Raider alleges Guild or other Raiders have caused or are causing it by their act or omission will be filed in writing with Guild within three (3) calendar days from commencement of such alleged damage, delay or additional cost. Raider will advise Guild in writing at two-week intervals of the amount of any continuing damage or additional cost and will file a full accounting within seven (7) days after the damage or increased cost ceases. No claims for such damage or delays will be valid unless Raider complies with all the requirements of this paragraph.
B. Raider/Guild Disputes
In the event of any dispute involving the Work performed or to be performed, Guild will issue a written decision or written directive that will be followed by Raider, without interruption, deficiency, or delay. If Raider does not agree with such decision, Raider may then terminate this contract in accordance with Paragraph 6.B.
6. Default and Terminations
A. Default, Remedies for Default and Termination for Cause
If, in the reasonable opinion of Guild, Raider at any time refuses or neglects to supply a sufficient level of proper quality and quantity, or fails in any respect to prosecute the Work with promptness and diligence or as required by the Raid Schedule, or fails to correct, replace and/or re-execute faulty or defective Work and/or materials furnished under the Subcontract, or causes by any act or omission the stoppage or delay of or interference with the work of Guild or of any other Raiders, or fails in performing any of the other obligations of this Subcontract or other Contract Documents, then Raider is in default. If Raider has failed to cure such default within three (3) calendar days following written notice of the default to Raider, Guild may, at its option, do any or all of the following: make demand on Raider to make reparations to Guild and appropriate raiders for costs arising from the default; and/or terminate all or part of Raider’s right to proceed with the Work. Raider will not be entitled to receive any further payment under this Agreement until the performance is improved to satisfaction of Guild. Guild may deduct and withhold appropriate loot and materials otherwise due Raider under this or any other agreement between the parties the costs which Guild has incurred or may incur as a result of a default and which are payable to Guild hereunder.
B. Termination for Convenience
Notwithstanding anything contained herein to the contrary, Guild or Raider may, without cause, terminate this Agreement at any time upon written notice to Raider. If Guild gives Raider such notice, Raider will withdraw from Guild. Raider’s failure to do so will entitle Guild to terminate without prejudice. Upon termination, the parties hereto will have no further obligation to each other.
C. Conversion of Termination for Cause to Termination for Convenience
If Guild terminates Raider for cause under Article 13. A., and it is later determined by a court of competent jurisdiction, by arbitration or other similar proceeding, that such termination for cause was not justified, then in such event such termination for cause will automatically be converted to a termination for convenience under the terms of this Article. Furthermore, all limitations of liability contained in this Subcontract, including those in Article 12.B survive and apply in the event of termination of the Subcontract for any reason whatsoever.
D. Remedies Cumulative
No right or remedy available to Guild in the Subcontract is intended to be exclusive of any other right or remedy, but every such right or remedy will be cumulative and will be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law.
All notices, consents, requests or other communications hereunder will be in writing, unless otherwise expressly provided to the contrary and will be deemed to have been made or given when mailed, delivered, telegraphed or transmitted as electronic facsimile to the other party at the address noted in the Subcontract. Either party may designate a different address by notice given to the other.
B. Severability and Savings
If any clause or provision of the Subcontract should be determined to be illegal, invalid or unenforceable under present or future Guild rules, then, it is the express intention of the parties that the remainder of the Subcontract will not be affected thereby, and it is also the express intention of the parties that, in lieu of each clause or provision of the Subcontract that may be determined to be illegal, invalid or unenforceable, there may be added as part of the Subcontract a clause or provision as similar in terms of such illegal, invalid or unenforceable clause or provision as may be possible and be legal, valid and enforceable.
The Article and paragraph headings of the Subcontract and these General Conditions are for reference purposes only and will not affect in any way the meaning or interpretation of the Subcontract or these General Conditions.
C. Right of Assignment
(1) This Subcontract and the proceeds from this Subcontract will not be assigned without the written consent of Guild.
(2) The Raider will not sublet any Work covered by this Subcontract except items that are customarily sublet by Raiders of its category. The Raider will not relet or sublet any Work covered under this Subcontract without prior written approval by an executive officer of Guild. The Raider will insert in any subcontract awarded by it, with approval of Guild, all or any part of this Subcontract necessary to protect Guild. The assignment of any Subcontract Work will not relieve Raider of any performance, supervisory and coordination requirements.
D. Information Required by Guild
In addition to the information to be provided by Raider pursuant to other provisions of this Subcontract, Raider hereby agrees to provide, at no additional cost to Guild, and in a prompt and timely fashion so as not to disrupt the performance of this Subcontract, any and all additional information relating to this Subcontract which is required either by the Contract Documents or by Guild policy.
To the fullest extent permitted by law, until Raider’s obligations under this Subcontract are completely fulfilled, Raider agrees not to perform any work directly for other guilds, pugs, or friends that coincide with the Guild’s Raiding Schedule, unless otherwise approved by an authorized Guild authority. All Work for this Guild performed by Raider will be processed and handled exclusively by and through Guild.
Would you sign this?
I highly doubt even the most hardcore of raiders would sign this. Then again I highly doubt any guild out there would take the time to draft such a document.
Regardless of how seriously anyone takes this game, it’s still a game. There’s little to no risk to justify such a document. So I highly doubt it’ll ever exist. But that said, any time you join a guild you are agreeing to abide by their rules, whatever they were, are, or may become and quite frankly whether or not you know what the rules are. By joining a guild you agreed that the leadership of that guild rules and dictates.
So my question is: why do we still encounter those that complain? 🙂
Edit: Comments were making me laugh so I’ve added this poll.
*Note: This 27 page document I talked about is only one part of a set of documents comprising the entire subcontract. The average subcontract ends up being about 2″-3″ thick. 🙂