1. Company Rules

• 1.1. Motives and Intentions
• 1.2. Work Environment
• 1.3. Customer and Client Relationships
• 1.4. Employment
• 1.5. Copyright and Intellectual Property

1. The Company is created to generate income and profit for the employees, not to get sold for the benefit of its members.
2. The Company has the following broad aims:
   1. to provide professional software development services.
   2. to produce high-quality software products.
   3. to provide an enjoyable work environment and experience for it's employees.
   4. to develop skills in the local markets in which it operates.
   5. to promote the adoption and development of open source projects.
3. If the Company grows too big it or demand warrants it, it will be split into several business units or companies.
4. Where appropriate, software produced by the company will be open/free source (with the exception to classified customer projects). At equal profit company will prefer to do open/free software projects.
5. The Company needs to be long term cost efficient in its daily operation. This should be considered when choosing software, phone usage, equipment etc.
6. The Company will strive to be efficient and effective in all it's operations.
7. The Company will strive for having as much of its plans and information publicly available.
8. All rules of the Company will be made public on its web site.

1. The Company should make it enjoyable to work for the Company.
2. The Company will make it easy and convenient for employees to work from any location should they so wish.
3. The Company should budget for at least 3 travelling meetings for every employee to ensure that people can work efficiently and get to know each other. One of the meetings should be an all company meeting.

1. The Company will strive for long term relationships with customers and clients.
2. The customer or client has the final word on their satisfaction levels.
3. Should a customer or client be unsatisfied with the product or service received from the Company, their payments will be refunded pro-rata to the amount of work already done by the Company.
4. The pro-rata amounts or refund amounts should be clearly communicated to the Customer or Client before the purchase of products or services from the Company.

1. The Company will employee people based on their merits. They will not be discriminated based on their gender, race, religion, location or marital status.
2. The employment of friends or family of existing employees need to be approved by the supervisory board.
3. The Company will respect the individuality of its employees. If the employee has reasonable "extra" demands they need to be seriously considered. (For example when it comes to work on weekends, room sharing, not wanting to travel, etc).
4. The Company will not require people to work on weekends. The Company has the right to ask the employee to work on weekends but the employee has the right to refuse without any consequences.
5. For time critical, high paid, highly protifable projects that require double working hours, the Company will pay three times the salary and/or offer paid vacation days.
6. The Company will actively encourage its employees to take out their vacation and not save it for later. This is especially important for employees that are "burning out".
7. The Company will actively encourage and assist its employees to further their training and education.

1. Unless otherwise negotiated works created by the Company and it's Employees or Contractors will remain the property of the Company and the Company will retain ownership and copyright of the works in question.
2. Products created by the Company will be licensed to Customers and Clients unless otherwise negotiated.
3. In some cases Customers and Clients may negotiate the transfer of ownership of works from the Company to themselves. Examples of such cases include bespoke developments in which the clients have an interest in owning the end product.
4. Customers and Clients may request software escrow agreements in which the source code of works licensed by them are held in escrow in case of the Company's failure to meet its obligations.

2. Decision Making Process

• 2.1. General Guidelines
• 2.2. Management Structures
• 2.3. Employee Participation

1. The Company will be lead in an open and democratic fashion.
2. All (not customer classified information) information will be public inside of the company. This includes salaries, bonuses, shares, birthdays, etc.
3. The Company should strive to make good decisions. However, the Company should ensure it can quickly undo or change direction should the decisions turn out to be incorrect.
4. If requested, the decision makers need to clearly define the basis for a decision and give means for proving/disapproving that the decision is in the Company's best interest. If a decision is proven to be wrong, it needs to be reverted and the decision makers need to analyse why it went wrong and put up measures to prevent it happenning again.
5. The Company should learn from its mistakes and its successes. It should strive to repeat its success and avoid it's mistakes in the future.

1. The Company is lead by a Managing Director (MD). His actions are governed by:
   1. The executive board for the day-to-day business operations presided over by the MD.
   2. A supervisory board for control purposes whose members are elected by the owners of the Company. This board is presided over by the Chairman - not the same individual as the MD.

1. The executive board is responsible for the day-to-day operations of the Company.

1. The purpose of the supervisory board is to give directives that must be followed to the Managing Director and suggest changes to the rules and decisions processes. The supervisory board have the right to fire and reinstate people (including the MD).

1. The Company will not censor employees opinions or try to hinder them from expressing their opinions. The Company should provide appropriate forums for their opinions to be expressed.
2. Decisions will be done in a democratic fashion and all employees should have a chance to have their say in things that matters to them.

3. Employee Rules

• 3.1. Office Hours and Location
• 3.2. Vacation Days
• 3.3. 80/20 Rule
• 3.4. General Considerations
• 3.5. Trial Period and Evaluations
• 3.6. Salary, Bonuses and Profit Sharing
• 3.7. Hardware and Equipment
• 3.8. Travel and Accommodation
• 3.9. Copyright and Intellectual Property

1. Some employee roles may have different requirements - for example, someone working on customer support may need to have regular hours. Of course, any differences need to be noted explicitly in the employees contract in a section that clearly details any differences from the standard agreement.
2. The Employee works in distributed company and may work from anywhere.
3. 75 working hours per two weeks. Ideally, employees should work schedules that are kind to them and to others.
4. The Employee is not expected to work on Saturdays, Sundays and public holidays which fall on a weekday.

1. There is no restriction on the number of vacation days that an Employee may take per year.
2. Each Employee receives 18 paid vacation days a year.
3. If an Employee requires more vacation days than are paid, the Employee will need to organize and schedule the time requested between the immediate manager and his or her colleagues to ensure that business can function normally while the Employee is away.
4. If the business is not expected to function normally whilst the Employee is away for more than the number of paid vacation days owed to him or her, the Company may not agree to the additional paid vacation days. It is then up to the Employee and the Company to negotiate an alternate time.
5. If an Employee takes too much time off too frequently so that the continued Employment is no longer deemed to be of benefit for the Company, the Company will communicate this opinion to the Employee.
6. Up to 25 paid vacation days will roll over to the next year.
7. The maximum accumulated paid vacations days for the Employee will be capped at 25 days per year.
8. During the first and last year of employment, the Employee earns 1/2 a paid vacation day for every week worked up to the maximum of 18 paid vacation days per year. This means that the Employee starting in week 1 will have accumulated their 18 paid vacation days after week 36. If unutilized, the Employee will carry 18 paid vacation days over to the next year and immediately have the following year's 18 paid vacation days added to their accumulated total. This total is then capped at 25 paid vacation days per year.
9. If the Employee quits or is let go then all of the vacation money will be paid out.

1. "80 / 20 Rule". 80 % of the time the employee should work on scheduled task, 20% he/she can work on any task of his/her choice, as long as it will generate revenue, makes employees more efficent or enhances company recognition in a 2 year window.
2. The 20% tasks needs to be approved to ensure it follows the above guidelines.

1. The employee must be able to communicate fluently in English (at least in written form). If necessary, the Company will sponsor English classes for employees who want to learn to speak better English.
2. The employee is assumed to be cost efficient. This means he/she should prefer to use:
   1. Cost efficient communication tools like Instant Messaging, email and VOIP.
   2. Economy travelling tickets.
   3. Medium priced hotels, rented cars and restaurants.

1. When hired, the employee will be on trial basis during the 3 first months. After the trial period the Company and the employee will decide if things seem to work out and either hire the employee, contract him under similar terms as if he would be employed or let the employee go.
2. If people are not working up to expectations they will first get warned about this. If they don't correct this within one month they will be moved into a probation period of 3 months. After 3 months the Company and the Employee will have a discussion of how things are going and decide if it's better that the Employee leaves the company with immediate effect.

1. The salary should be competitive in the area where the employee is located. The bonus plan is not depending on where employee is living.
2. If an employee has been of significant help in getting and delivering in a customer project he is entitled to a bonus for this work. This bonus is determined by the Company and in relation to the amount of work done and the profit generated.

1. The Employee will be issued with hardware and equipment necessary to perform their job.
2. The Employee is expected to keep the hardware and equipment in a reasonable state and to protect it from harm at all opportunities.

1. When travelling the Employee should strive to stay over at his fellow employees places and/or share rooms with his fellow employees. (This item can be override with a "good cause" by his manager)
2. If the employee wants better hotel, food, travelling arrangements, working equipment etc this can be arranged but the difference should be reduced from his salary, contract money or bonus.

1. All work done by the Employee at the request of the Company whilst working for the Company will belong to the Company.
2. Intellectual Property and work created by the Employee during the Employee's personal time and unrelated to the Company's business will belong to the Employee.
3. Intellectual Property and properties created by the Employee on the Employee's personal time but used to benefit the Company or used during the normal operations of the Company will belong to both the Employee and the Company equally. (Dual-copyright).
4. Dual-copyright protects the Company from suffering damages if the Employee were to leave taking the IP with them. Dual-copyright also grants the Employee some ownership over the IP created during their personal time.
5. Dual-copyright should be avoided where possible. If the situation arises, the Employee is obligated to inform the Company of the situation.

4. Profit Sharing

• 4.1. Operating Reserves
• 4.2. Distribution Allocation

1. The Company will keep cash reserves covering at least 2 years of operating costs.
2. Operating costs include all fixed costs and variable costs. These costs are likely to change depending on the growth of the Company.
3. These cash reserves will be used to ensure employment for all employees for the period.
4. Profit will be distributed if cash reserves equal or exceed the required amount of reserves specified above.

1. At end of the Company's financial year the profit will be distributed as follows:
   1. 50% of profit will return to the Company.
   2. 20% will be used to pay off existing debts.
   3. 5% will be donated to open source projects. The projects will be chosen by the employees of the company by vote. Special preference will be given to open source projects utilized by the Company in pursuit of profits.
   4. 5% will be used to support local charities and non-profit organizations. The projects will be chosen by the employees of the company by vote.
   5. 20-40% (depending on existing debts specified above) will be given out to employees and investors. The form of the distribution will be done according to the request of the individual employee. Any costs incurred by the Company to transfer the distribution to an employee will be deducted from the distribute itself.

5. Spin-off Companies

• 5.1. Demand Driven Formation
• 5.2. 80/20 Rule Spin-offs
• 5.3. Intellectual Property
• 5.4. Protection of Company Interests

1. If the Company grows too big or demand warrants it, it will be split off into several business units or companies.
2. The Company will retain 100% ownership of the newly formed entities.

1. A spin-off company will be created if an approved 80/20 task pursued by one or several Employees becomes successful, profitable and is a suitable candidate for such spin-off.
2. The suitability of a company to be spun-off will be decided 2 years after the first launch date of relevant services or products.
3. The Company has final say on the spin-off suitability but must provide valid and clear arguments if it decides not to create a spin-off company.
4. The Company will retain 20% stake in the newly formed entity.
5. The Employees involved in the task will be given 80% stake in the new entity.
6. Subdivision of the 80% stake between multiple Employees will be negotiated between themselves as they see fit.
7. If agreement between the Employees can not be reached, the supervisory board shall determine the split ratios after consultation with the relevant people involved.
8. During formation, the Employees are responsible for setting up the new entity. This includes such things as:
   1. Registration of the company with government agencies. (SARS, etc).
   2. Bank accounts.
   3. Company policies and rules.
   4. IT and basic infrastructure.
9. The Company may offer incubation services to the new entity and Employees to assist with startup growth. This includes:
   1. Investing equity in the new firm.
   2. Being the first customer of the spin-off to create cash flow.
   3. Providing incubation space. (desk, chairs phones, internet access).
   4. Providing services such as legal, finance, technology, etc.

1. Separate entities may be created which make use of IP developed within the Company.
2. In such cases, the IP involved may be:
   1. licensed to the new entity
   2. sold to the new entity
   The choice of which method used is determined by the Company depending on it's interest in the IP in question.

1. In the case of IP considered important to the Company's normal business, a source code escrow agreement will be put in place between the Company and the newly formed entity.
2. The escrow agreement will be put in place to ensure business continuity for the Company should the newly formed entity go bankrupt, fail to maintain or update the software according to the promised software license agreement.