Foliovision were recently contacted to provide $500 of technical work by a firm called Visiomente. A simple Typepad to WordPress content move. Normally we would never write about an inquiry but Visiomente made such an effort to screw us and wasted enough of our time that a look at their business tactics is widely instructive about what’s wrong with American business these days.
Our hopes are this post might help other small businesses protect themselves against Visiomente and their ilk in the future.
Visiomente appears not to do anything themselves except run around and subcontract experts to provide work to high end clients. It appears Visiomente’s sole business model is to contract at the lowest possible prices and then charges on the work at the highest possible prices under their own name.
The way Visiomente pull off their stunt is to get you to sign a five page “Independent Consultant Services Agreement” before Visomente even tell you what the work is. On the way, Visiomente’s Aaron Wentzel demanded detailed cost-free technical consultation: you aren’t engaged but have to pre-provide the services.
And once you’ve signed, you’re screwed.
Visiomente as a company is registered in Delaware although they are domiciled in Bellevue, Washington. First sign of duplicity. Honestly run small companies for the most part are registered where domiciled, not in tax and legal havens. Utah would be another red signal.
There’s three paragraphs of non-compete agreement. The worst of it is that if Visiomente terminates you without cause (see later clauses), you are still considered out of the game. So just by getting you to sign the Visioment “Independent Consultant Services Agreement”, you’ve just sidelined yourself for years.
Surprise, surprise you’ve just signed up to provide patent protection:
CONSULTANT will pay resulting costs, damages and attorney’s fees awarded by a court with respect to any such claims.
Visiomente’s contract means what it means except when it doesn’t:
Section Headings. The section headings used herein are intended for convenience only and shall not be deemed to supersede or modify any provisions.
So the section headings are not supposed to mean anything and are there for decoration?
Strange timing entirely in favour of Visiomente.
Notices and Requests. All notices, authorizations, and requests in connection with the Agreement shall be deemed given on the day they are (a) deposited in the U.S. mails, postage prepaid; or (b) sent by air express courier, charges prepaid to the address set forth below.
Great. So we might not know about the request but it will officially be considered filed. Great way to penalise or backswipe someone. Say one thing over the phone and send a registered letter with different content.
Survival. Any and all provisions set forth in this Agreement or herein which, by its or their nature, would reasonably be expected to apply after termination shall survive and be enforceable after such termination.
Another fantastic open ended clause. The agreement is over when it’s over except that it’s never over. And the crucial word is “reasonably”. I can only imagine the legal costs involved in proving provisions unreasonable. The burden of proof would be very high.
Even when writing about something as simple as starting dates, Visiomente provide themselves lots of wiggle room to screw you on the work:
This Agreement is effective as of the date it is signed by Visiomente (“Effective Date”) and shall remain in force for all Services unless this Agreement is otherwise terminated by either party with ten (10) days prior written notice for any reason.
So if you are stupid enough to sign this contract, Visiomente can cancel it without reason (any reason) within ten days. So you take on the obligation but don’t get the deal.
Additionally, this agreement or any work assignment hereunder may be terminated immediately by Visiomente if CONSULTANT shall fail to diligently or satisfactorily perform the usual and customary duties of CONSULTANT’s assignment, or such other duties as may be assigned from time to time.
So once you start the work if Visiomente feels like cancelling the contract on a whim they can. And if your work is good, they just have to add duties which you don’t want to do and then cancel the contract. Nice.
Upon receipt of notice, CONSULTANT shall promptly complete or discontinue work on the Services at Visiomente’s sole discretion. CONSULTANT shall render a final billing to Visiomente for any Services performed and accepted by the Client up to termination date…
So even if it’s going well, Visiomente can just tear up the agreement and get someone else to do the work. On a whim.
Successors and Assignment: This agreement shall inure to the benefit of Visiomente and its affiliated companies, subsidiaries, successors and assigns, current and future, including but not limited to any successor by merger, consolidation, purchase of assets, purchase of stock or otherwise. This agreement may be assigned by Visiomente. This Agreement may not be assigned by CONSULTANT.
So when Visiomente manages to sucker you into a dud deal, they can sell you into slavery to anyone they like. On the other hand, you can’t contract anyone else to do the work ever. Nothing like fair play in business negotiations.
Entire Agreement. This Agreement, including any attachments, (i) constitutes the entire agreement between the parties with respect to its subject matter, (ii) supersedes all prior and contemporaneous communications including all prior and current agreements, and (iii) shall not be modified by any means (including any printed forms used by the parties in the performance of this Agreement) except by the express written consent of both parties.
Any cock and bull story or empty promises Aaron Wentzel has told you to get you to agree to work with Visomente dies with this one-sided agreement. If you sign Visiomente’s consultant agreement you are more or less screwed for life.
This is parasitism in a legal guise. If you are approached with this kind of agreement for a trivial project, you should just laugh it off.
The problem for certain consultants is that they actually add little value to the process. Such consultants try to hide their suppliers as there’s little reason to do any business with them: i.e. no added value.
Looking at the Visiomente website you can see that they seem to have a lot to hide:
- stock photos instead of real portraits
- anonymous testimonials!
- no portfolio, just a list of clients
- not even their own names on a “who we are” page
Contrast this with the Foliovision website.
- You can see us.
- Our testimonials are signed and personal, most with photos.
- A very detailed portfolio.
- Even our weblog posts are signed.
If you are considering hiring Visiomente, I suggest you hire instead some true subject experts. We work with independent consultants and designers all the time to provide technical services to their clients. Of course we respect their client relationships. It’s a matter of principle. Most of them are proud to advertise their association with Foliovision, as their clients know their partner has hired the best team in the world at WordPress migration and/or one of the world’s top WordPress custom programming teams to handle the technical end.
I really wonder exactly what it is Visiomente has done for all the following companies whom they claim are past clients:
- Archdiocese of Seattle
- AT&T Mobility
- BluWater Consulting
- Conoco Canada
- Getty Images
- HouseValues, Inc.
- InPhonic Inc.
- Insight Global
- Inteliant Corporation
- KForce, Inc.
- King County Library System
- Microsoft Corporation
- Network Infrastructure Group
- Pacific Telecom Services
- Pizza Street Evans
- Pop Multimedia
- Post On The Wall
- SeaMobile Enterprises
- SIFF Group
- Simply Honey
- Socair Solutions
- Structure Networks
- Terabeam Networks
Visiomente is not going to tell potential clients or partners anything about the work. So one has to imagine that most of it is pretty trivial. I’ve rarely seen such a sham. I’m very glad I didn’t sign that “Independent Contract Services Agreement” and recommend you don’t either.
If you are thinking of engaging Visiomente, unless you are completely technically illiterate, you are almost certain to get better and faster service and save a great deal of money if you engage some real technical experts directly.
Alec has been helping businesses succeed online since 2000. Alec is an SEM expert with a background in advertising, as a former Head of Television for Grey Moscow and Senior Television Producer for Bates, Saatchi and Saatchi Russia. Alec maintains a photography and culture weblog at uncoy.com. His dance film Lapinthrope won prizes around the […]