PIP-0021: finalised agreement

PIP/PIP-0021.md

@@ -42,30 +42,25 @@ The following rules apply unless the context requires otherwise:
 
 ### 1. PARTIES
 
-    1.1 The Parties to this Agreement are the Foundation and the Contractor.
+    **1.1** The Parties to this Agreement are the Foundation and the Contractor.
 
 ### 2. GENERAL
 
 **The Parties agree:**
 
-    **2.1** that the Terms and Conditions of this Agreement are superior to and override any terms and conditions of the Proposal or any other agreement, implied or otherwise, associated or connected with this Agreement
+    **2.1** that the Terms and Conditions of this Agreement are superior to and override any terms and conditions of a Proposal and/or any other agreement connected to this Agreement, implied or otherwise.
 
-    **2.2** where a dispute arises under this Agreement between the Foundation and the Contractor, the parties will attempt to resolve the dispute first by mutual negotiation. In the event that the parties are unable to reach a resolution of the dispute within three weeks the dispute shall be submitted to arbitration in accordance with, and subject to, The Institute of Arbitrators & Mediators Australia Rules for the Conduct of Commercial Arbitration.
+    **2.2** the DAO will vote on whether to ACTIVATE or ABORT a Proposal using a blockchain-verifiable methodology via the PascalCoin Blockchain and SafeBox.
 
-    **2.3** that unless the parties agree upon an arbitrator, either party may request a nomination from either the President OR the Chapter Chairman of the Chapter where the dispute arises.
+    **2.3** that the voting methodology is subject to on-going research and development, and may be changed by the Foundation at any point in time.
 
-    **2.4** that at such arbitration, a duly qualified legal practitioner may represent each of the parties.
-
-    **2.5** that the costs of the arbitration shall be dealt with as follows:
-
-        **2.5.1.** the costs of each of the parties shall be borne by the party that incurred them and not by any other party; and
-
-        **2.5.2** the fees and expenses of the arbitrator and any costs of the arbitration shall be borne equally by the parties.
+**The Foundations agrees**
 
+    **2.4** to provide public notice of changes to the voting methodology employed to ACTIVATE or ABORT proposals. 
 
 ### 3. KYC
 
-**The Contractor agrees:**
+**The Contractor agrees**
 
     **3.1** to provide all necessary personal and/or company documentation requested by the Foundation in order to comply with the KYC/AML regulations applicable within the jurisdiction of the Foundation.
 
@@ -73,11 +68,11 @@ The following rules apply unless the context requires otherwise:
 
 ### 4. PRIVACY
 
-**The Foundation agrees:**
+**The Foundation agrees**
 
     **4.1** to keep Contractor records private and secure and not disclose confidential Contractor information to any 3rd party unless required to for auditing, legal, tax and/or compliance reasons.
 
-**The Contractor agrees:**
+**The Contractor agrees**
 
     **4.2** that the Foundation's commitment to preserve their privacy is not a guarantee, and shall not hold Foundation liable for leaks arising from cybercrime or rogue employees.
 
@@ -85,7 +80,7 @@ The following rules apply unless the context requires otherwise:
 
 ### 5. FUNDING & PAYMENTS
 
-**The Parties agree:**
+**The Parties agree**
 
     **5.1** that Payments are apportioned to the Contractor on a daily-basis based on daily spot-price conversions of associated cryptocurrencies and fiat currencies.
 
@@ -93,7 +88,7 @@ The following rules apply unless the context requires otherwise:
 
      _Example: A payment of PASC worth 10 EUR is calculated as 10 / (PASC/BTC x BTC/USD x USD/EUR)_
 
-    **5.3** that the Foundation may may utilise USDT in place of USD when performing spot-price conversions.
+    **5.3** that the Foundation may may utilise coinmarketcap.com or coincap.io API's to calculate PASC/USD, PASC/EUR, PASC/AUD conversions.
 
     **5.4** that the Funding is ultimately determined by the DAO and not the Foundation and shall not be construed as so.
 
@@ -101,61 +96,75 @@ The following rules apply unless the context requires otherwise:
 
     **5.6** that the Funding is not guaranteed in any way, shape or form and that Payments may be terminated at any time by the DAO and/or Foundation without prejudice.
 
-    **5.7** If (Contractor PASA Quantity) + (Contractor Holding PASA Quantity) is less than (Reserve Ratio) x (Proposal Amount) then Foundation will disburse Payment as 0.5 * (Payment Amount) to (Contractor PASA) and 0.5 * (Payment Amount) to (Contractor Holding PASA).
+    **5.7** that if (Contractor PASA Quantity) + (Contractor Holding PASA Quantity) is less than (Reserve Ratio) x (Proposal Amount) then Foundation will disburse Payment as 0.5 x (Payment Amount) to (Contractor PASA) and 0.5 x (Payment Amount) to (Contractor Holding PASA).
 
-    **5.8** If Proposal is terminated for any reason other than successful delivery of the Works, then the balance of the Contractor Holding PASA is retained by the Foundation, otherwise it is sent to the Contractor.
+    **5.8** that if a Proposal is terminated for any reason other than successful delivery of the Works, the balance of the Contractor Holding PASA is retained by the Foundation, otherwise it is sent to the Contractor.
 
-    **5.9** Foundation may override 5.7 and 5.8 for any reason and at any time with or without notice to the Contractor. 
+    **5.9** that the Foundation may override 5.7 and 5.8 for any reason, at any time without notice to the Contractor. 
 
 ### 6. LIABILITY
 
-**The Contractor agrees:**
+**The Contractor agrees**
 
-    **6.1** to Limit all claims for liability, damages and warranty claims to a total sum of of AUD $10.
+    **6.1** to Limit any claim for liability, damages and/or warranty (implied or otherwise) to a total sum of of AUD $10.
 
-    **6.2** that the total sum of all such current and prior claims by Contractor shall not exceed a total AUD $10.
+    **6.2** that the total sum of all such claims (as per 6.1) shall not exceed a total AUD $10.
 
 ### 7. INVOICING
 
 **The Contractor agrees**
 
-    **7.1** to issue all invoices to the Foundation via the FAS and only the FAS.
+    **7.1** to issue all invoices to the Foundation via the FAS and only the FAS, unless written permission from the Foundation is provided to the Contractor.
 
-    **7.2** that any invoice issued to the Foundation by the Contractor not generated via the FAS is automatically invalid and void, unless written permission from the Foundation is provided to the Contractor.
+    **7.2** that any invoice issued to the Foundation by the Contractor not generated via the FAS is automatically invalid and void, unless written permission from the Foundation was provided to the Contractor.
 
 **The Foundation agrees**
 
-    **7.3** to grant the Contractor access to the FAS provide a reasonable user-experience for the Contractor.
+    **7.3** to grant the Contractor access to the FAS and to provide a reasonable user-experience for the Contractor to issue invoices to the Foundation.
 
 ### 8. WORKS
 
 **The Contractor agrees**
 
-    **8.1** to not utilize the Funding for any criminal purpose whatsoever. This includes, but is not limited to, drug related activity, the development/maintenance/promotion of a dark-net market and terrorism.
+    **8.1** to not utilize the Funding for any criminal purpose whatsoever. This includes, but is not limited to, any drug related activity, the development/maintenance/promotion of a dark-net market or terrorism.
 
     **8.2** to not utilize the Funding for political purposes.
 
-    **8.3** that any and all damages and/or liability, including criminal liability, arising from the Works of the Contractor shall in no way be attributed to the Foundation, it’s Directors, Secretary or membership.
+    **8.3** that any and all damages and/or liability (criminal and otherwise), arising from the Works of the Contractor, or derivatives of those Works, shall in no way be construed as Works from the Foundation, it’s Directors, Secretary or membership.
 
-    **8.4** that all damages, liability, including criminal and otherwise, arising from the Works of the Contractor, or derivatives of the Works, shall remain within the purview of the Contractor and soley the Contractor.
+    **8.4** that any and all damages and/or liability (criminal and otherwise), arising from the Works of the Contractor, or derivatives of those Works, shall remain within the legal, civil and criminal purview of the Contractor and soley the Contractor.
 
     **8.5** that any agreement undertaken by the Contractor with 3rd parties for the production of the Works shall in no way be construed as an agreement with the Foundation.
 
-### 9. CHANGES TO AGREEMENT
+### 9. DISPUTE RESOLUTION
+
+    **9.1** where a dispute arises under this Agreement between the Foundation and the Contractor, the parties will attempt to resolve the dispute first by mutual negotiation. In the event that the parties are unable to reach a resolution of the dispute within three weeks the dispute shall be submitted to arbitration in accordance with, and subject to, The Institute of Arbitrators & Mediators Australia Rules for the Conduct of Commercial Arbitration.
+
+    **9.2** that unless the parties agree upon an arbitrator, either party may request a nomination from either the President OR the Chapter Chairman of the Chapter where the dispute arises.
+
+    **9.3** that at such arbitration, a duly qualified legal practitioner may represent each of the parties.
+
+    **9.4** that the costs of the arbitration shall be dealt with as follows:
+
+        **9.4.1** the costs of each of the parties shall be borne by the party that incurred them and not by any other party; and
+
+        **9.4.2** the fees and expenses of the arbitrator and any costs of the arbitration shall be borne equally by the parties.
+
+### 10. CHANGES TO AGREEMENT
 
 **The Contractor agrees**
 
-    **9.1** that these terms and conditions may be changed at any time by the Foundation without notice.
+    **10.1** that these terms and conditions may be changed at any time by the Foundation without notice to the Contractor.
 
-    **9.2** to regularly review this Agreement for any changes that may impact their production of the Works.
+    **10.2** to regularly review this Agreement for any changes that may impact their production of the Works.
 
-    **9.3** that changes to Terms and Conditions shall not be construed as cause for damages.
+    **10.3** that changes to Terms and Conditions shall not be construed as cause for damages.
 
 **The Foundation agrees**
 
-    **9.4** to make a reasonable effort to provide a public notice of changes to this agreement, but without being obligated to do so.
+    **10.4** to make a reasonable effort to provide public notice of changes made to this agreement, but without being obligated to do so.
 
-    **9.5** to provide a means to review the revision history of this Agreement (e.g. GitHub revision history).
+    **10.5** to provide a means to review the revision history of this Agreement (e.g. GitHub revision history).
 
 **END OF AGREEMENT**
 -----------
@@ -186,7 +195,7 @@ else
    Proposal is ABORTED and Foundation receives the withheld amount
 ```
 
-The Foundation may intervene on a case-by-case basis, however (clause 5.8). 
+The Foundation may intervene on a case-by-case basis due to clause 5.9. 
 
 ### Benefits include: