Presentation of the paper with the same title. Published in the proceedings of IACCM Academic Forum 2011, 26-28 October, Tempe, AZ.

1. Stefania Passera & Helena Haapio
User-Centered
Contract Design:
New Directions in the Quest
for Simpler Contracting
IACCM Academic Forum, Tempe, AZ,
26.10.2011

2. User-centeredness
is a fundamental principle in the design of artifacts that
truly support their users in performing a given task and
achieving their goals.
We consider it in our
products, services, furniture,
experiences, interfaces...
why not in our contracts?
© 2011 Stefania Passera & Helena Haapio

3. Why do we “accept”
our contracts to be
user-unfriendly?
This paper contains initial suggestions
and methods on how contracts can be
designed keeping their users in mind.
© 2011 Stefania Passera & Helena Haapio

4. Methodology
holmström & al., 2009
design
science
=
problem theoretical
solving & evaluation
1 - design with users 1 - literature review (ongoing)
2 - prototyping 2 - evaluating results
3 - re-iterating
© 2011 Stefania Passera & Helena Haapio

5. Methodology
LAW MGMT DESIGN COGNITIVE
holmström & al., 2009 SCIENCES
design
contracting design information cognitive
create and test thinking design overload
examples of
science
proactive
user-centered law knowledge human
contracts visualization factors
plain
user
=
language
in law experience
user-centered
focus in all of
the contracting
problem theoretical
solving & evaluation
process
change company
mindset, embed 1 - design with users 1 - literature review (ongoing)
design thinking 2 - prototyping 2 - evaluating results
in the culture
3 - re-iterating
© 2011 Stefania Passera & Helena Haapio

6. Notions from theory
main points
- Primary contract users are people implementing the contracts in
operational and delivery team, but contracts seem to be drafted for
a legal audience (the secondary users):
the design of contracts is mostly user- uncentered!
- At the moment the focus is unbalanced towards design rather than
communication of contractual information. Contracts are complex
by nature, so it is crucial to minimize cognitive overload and support
their implemenation:
clarity > understanding > faster decisions > actions > results
- Plain language and plain visual design can help knowledge transfer.
© 2011 Stefania Passera & Helena Haapio

7. Ourto the experiments
inputs
suggestion
1) rethink who is the primary user of your contract,
and what does that imply
2) use a language (verbal and visual) and an information structure
that your user understands and finds useful
3) focus on knowledge transfer all along the contracting and delivery
process: contracts don’t get things done, people do
© 2011 Stefania Passera & Helena Haapio

8. Examples real world1
from the
C
Does
either party want to NO
flowcharts
Sheet 3 refer the dispute to
Example of how
the tribunal?
visual language can
YES
clarify a complex pro-
F
Has
cess, where
this dispute been NO
o
referred to the
Adjudicator?
r
different steps and
ac
YES
DECISION
IN TIME?
NO
many alternatives
a
93.4 93.4 are present.
d
Has the Adjudicator YES Is a Party dissatisfied
Flowchart can audit
notified his decision with the Adjudicator’s
e
within the time decision?
allowed?
the correctness of
NO
YES
m your logic (= dead ends
ic
93.4
YES Has a new
& contradictions are
NOTIFY
u
Adjudicator been
chosen? IN TIME?
se
93.4
made visible)
NEW 93.4
NO A Party may refer a dispute to the
ADJUDICATOR? Neither Party may refer a dispute to
tribunal if Does
the tribunal unless they have notified NO
the Party is dissatisfied with the a Party notify within
the other Party of their intention to
Adjudicator’s decision or the time?
do so not more than four weeks
o
the Adjudicator did not notify a decision
after the end of the time allowed for
within the time allowed and a new
Flow charts
the Adjudicator’s decision
adjudicator has not been chosen
n
YES
ly
This dispute may This dispute
nec3 contract
REFERRAL TO NO REFERRAL
be referred to the is not referred
TRIBUNAL tribunal to the tribunal TO TRIBUNAL
flowcharts
© 2009 nec. Used with permission. Finish
Flow chart 93 and 94 Sheet 4 of 4 © 2011 Stefania Passera & Helena Haapio
Dispute resolution

9. Examples real world2
from the
pathclearer
Example of how
a different approach
(leaving much to
general law; easier
termination clauses
based on
“business sense”)
can drastically
reduce the length
of a contract.
© 2011 Stefania Passera & Helena Haapio

10. Experimentscase1
Co-designing a more usable framework agreement
Consulting and creating examples with a partner company:
PHASE 1: interviews & co-design PHASE 2: re-drafting. The original PHASE 3 (ONGOING): producing
workshops. A team of different framework agreement, 24 pages, and user-testing visualizations
professionals visualized together was reduced to 10 pages, and in a to be included in the framework
the contracting process and the rela- second moment to just 3. agreement (process blueprint,
tionships with their sub-contractors. delivery terms, material flow, cash
flow, information flow, ... )
§
© 2011 Stefania Passera
© 2011 Stefania Passera & Helena Haapio

11. Experimentscase2
Visualizations to enhance the usability of standard terms
Creating and testing flowcharts for YSE (General T&C in constructions in Finland)
we are here 2012
PHASE 1: one of the company’s PHASE 2: production of examples, PHASE 3: test the text-only version
legal counsel is cooperating with co-designing examples hands-on, against the visually-supported
us, choosing the clauses and the correction and re-iteration, version of YSE in order to measure
perspectives to be adopted in the involving more people in the case if understanding, velocity of use
flowcharting process. so as to get input and feedback. and information retention improve.
YSE 1998 - VISUALIZATION OF CLAUSES 19-23
REASONS THAT ENTITLE
THE REASON
THE CONTRACTOR TO
FOR DELAY IS ...
ADDITIONAL COMPENSATIONS
§20
Force Majeure: §23 §19 §19 §23 §44 §50 §35 §46 §44
Actions of the client (e.g. A sum of several minor Modification to the building The contractor must present
the contractor Other reason that the Other contractors or suppliers Force majeure causes interruption Delay in the completion of
client neglects to fulfill reasons emerged during plan is such that it extends a written demand for extention, Additional work, defined in §43 Building plan modifications
is entitled to contractor believes entitles of the client create an in the works and loss and damage the work for a reason due to
his obligations to cooperate) the building period the building contract period together with the tender of the
extension, him to an extension interruption to the works to the contractor the client
modification works.
however...
At the risk of forfeiting The demand for extension The force majeure reason is A contractual penalty was The increases payable, the price The contractor has to submit
The contractor has fulfilled The reasons for delay YES The contractor receives
the right to do so in is made no later than exceptional weather conditions agreed in advance? and the completion period must a detailed tender of the effect Modifications increase
his own obligations to the happened within the a compensation
other cases ... 2 months before the end YES be agreed in writing before the of the building plan modification the costs for the YES corresponding to the
extent possible at any 6 months prior to the additional work is begun on the contract price contractor
given time of the building contract cost increase
extension demand
§19 period NO
2 mo. 6 mo. YES
NO
DEMAND
The contractor has notified
START
END
valid demands period valid reasons period Cost calculations take into account
in writing the client as soon the shifting of the construction
as the threat of suspension
YES YES NO Prices or equivalent principles to
period to a less or more
1) if the obstacle concerns of work or delay arose §23 §23 calculate the cost of the modification Modifications diminish Reduced costs are due
advantageous time of the year
procurement of construction goods §23 are present in the contract the costs for the YES to an innovation on the
AND the constructor has failed to contractor part of the contractor
procure construction goods that
are available elsewhere with no NO
significant extra time/costs; or
The client compensates the NO YES NO
The agreed amount is payed
NO YES NO NO NO NO YES to the contractor
additional costs incurred by
2) if the obstacle is due to a strike, the contractor The cost of modification
is agreed through some
boycott or embargo, it is caused
other equivalent principle
by the contractor or his sub- The client receives a The client receives a
contractor failing to fulfil his reimbursement reimbursement
contractual or legal obligations to NOT ENTITLED TO reduced by an amount corresponding to the
his employees, their employee
NO
AN EXTENSION OF agreed by the parties cost reduction
organisations or employers’ THE BUILDING
associations; or CONTRACT PERIOD The client compensates the contractor The client contributes also to other costs Work is carried out at
for servicing, protecting, maintaining, incurred by the contractor: YES
cost price
3) the obstacle concerns work heating (and other energy costs) the
construction site. - 2% of the average daily cost of the building
already delayed for a reason due
per working day, for the first 5 days of
to the contractor NO
interruption
ENTITLED TO - 1% of the average daily cost of the building
AN EXTENSION OF per working day thereafter
1) 2) or 3) applies... THE BUILDING Client carries out the work
CONTRACT PERIOD
Contract price (- VAT)
Average daily cost = ___________________
Number of working days
in the building period
YES Tender is calculated on those
No additional payments
or reimbursements are
due to the contractor
© 2011 Stefania Passera & Helena Haapio

12. Results & Conclusions
{
1) people in companies “are hungry” for clearer, more synthetic documents
interviews
2) knowledge transfer is both perceived as crucial, but currently “not enough”
3) visualizations created engagement and interest about the topic in the company
{
4) visualizing can be more relevant than visualization in terms of knowledge transfer
5) it is important to maintain a balance between minimalism and legal safety.
user feedback
observations,
experiments,
Attention: you need to summarize, no impoverish the content!
6) Culture & mindset: there is a need to nurture design thinking and visual literacy
in companies in order to promote -in particular- the introduction of user-centered
contracting and -in general- more sensibility towards user experience.
7) more examples and tests are needed before envisioning concrete practices and
a theoretical framework for user-centered contracts and contract visualization
© 2011 Stefania Passera & Helena Haapio

13. Thanks for your
attention and feedback!
Questions? Comments?
Stefania Passera, stefania.passera@aalto.fi
Helena Haapio, helena.haapio@lexpert.com
© 2011 Stefania Passera & Helena Haapio