Don’t feel like a fool again. Bulletproof your freelance contracts with essential clauses
Time and time again, a freelancer will receive a brief from a client, agree on the rate (that the client proposes – first mistake) along with a deadline to submit the work. This is all done via email. Then, the freelancer files the work, sends an invoice and just presumes a client’s accounts payable department will pay the invoice on the due date stated on the invoice.
After several checks to see if the overdue money has hit their bank account, the freelancer’s bank balance still reads “nope.” The freelancer sends a kind reminder to the client and either gets no response or an excuse for non-payment. For many freelancers, this hasn’t happened just once or with one particular client, but several times and with several clients.
That is why a well-drafted contract provided by the freelancer carrying out the work is a powerful shield against misunderstandings, late payments and exploitation.
Every client has expectations, and so should every freelancer. Therefore, make sure you clarify your expectations in advance of doing any work. It’s your right and in your business’s interest to do so.
Not sure what you should include in a contract? Here are some suggestions, plus a sample template to use for guidance to suit your specific needs or project requirements.
Non-negotiables: Scope of work, payment terms and deadlines
Freelance contracts, while not legally mandated for every job in the UK, are strongly advised since they serve as legally binding agreements detailing services, payment terms, deadlines, and other essential aspects of the working relationship. They help prevent misunderstandings and disagreements.
Key non-negotiable clauses include:
Basic information: The full names and contact details of both the freelancer and the client should be clearly stated to establish the legal identities for the agreement. You may submit work to the person who commissioned the work, but they conveniently fail to tell you that your invoice should have been sent to another business division or entity.
Scope of work: This is so much more important than people realise. The contract must clearly outline the exact services to be provided, detailing specific tasks, deliverables, and any crucial deadlines. Crucially, it should also state what services or tasks are not included, which helps prevent “scope creep” and ensures expectations are aligned. This way your time as a freelancer is protected and prevents unpaid work.
Payment terms: The agreed fee must be clearly specified, along with the payment schedule (e.g., weekly, monthly, or based on milestones), preferred payment methods, and any required upfront deposit. An upfront deposit, typically 30-50% of the total project fee, is strongly recommended before commencing work, especially with new clients, as it secures commitment and covers initial effort.
Late payment penalties: Including specific penalties or interest for overdue payments should incentivise timely payment and compensate the freelancer for any delays.
Project duration: The contract should clearly mark the start date and the expected completion date of the project.
Revisions: The number of revisions included in the agreed fee should be outlined, along with the procedure and charges for any additional changes requested by the client.
The repeated emphasis on a clear and detailed scope of work, including what will not be done, highlights that ambiguity is a primary source of disputes and exploitation, particularly through “scope creep.” This indicates that many freelancers face challenges from poorly defined projects.
This lack of clarity can lead to client demands beyond the original agreement, resulting in unpaid work or overtime for the freelancer, and ultimately, resentment and potential project failure. A robust contract is not merely about legal protection; it also functions as a project management tool.
By being meticulously specific upfront, individuals protect their time, manage client expectations, and proactively prevent unpaid work from creeping into the project.
The explicit advice to include upfront deposits (30-50%) and late payment penalties directly addresses common freelancer pain points such as cash flow issues and the burden of chasing payments. This suggests that without these clauses, freelancers are highly vulnerable to payment delays or non-payment.
The need for these clauses indicates that late or non-payment is a widespread problem in the freelance economy; without contractual penalties, clients often have little incentive to pay on time. These clauses are essential for financial stability.
They shift the risk of non-payment or delayed payment back to the client, where it belongs and provide a clear mechanism for enforcement.
They are considered non-negotiable for every business, including yours.
Freelancer-Client Agreement (Sample)
This Freelancer-Client Agreement (the “Agreement”) is entered into as of the last date of signature below (the “Effective Date”) by and between:
1. Parties
The Client:
Full Name: [Client Full Name] Address: [Client Full Address] Email: [Client Email Address] Phone: [Client Phone Number]
(Hereinafter referred to as the “Client”)
The Freelancer:
Full Name: [Freelancer Full Name] Address: [Freelancer Full Address] Email: [Freelancer Email Address] Phone: [Freelancer Phone Number] UTR/Company Number (if applicable): [Freelancer UTR/Company Number]
(Hereinafter referred to as the “Freelancer”)
2. Background and Intent
This Agreement sets forth the terms and conditions under which the Freelancer will provide specific services to the Client. Both parties agree that this Agreement is legally binding and is intended to clarify expectations, protect the rights and interests of both the Freelancer and the Client, and serve as a robust foundation for their working relationship.
3. Scope of Work
The Freelancer agrees to provide the following services (the “Services”) to the Client:
3.1. Detailed Description of Services and Deliverables: [Clearly and comprehensively describe the exact services to be provided. Be specific about tasks, outputs, formats, and any other relevant details. For example: “Development of a 5-page responsive website, including homepage, about us, services, portfolio, and contact pages. Deliverables include HTML, CSS, JavaScript files, and a content management system integration.”]
3.2. Specific Tasks Included:
- [List specific tasks, e.g., “Conducting keyword research for SEO.”]
- [List specific tasks, e.g., “Designing three logo concepts.”]
- [List specific tasks, e.g., “Writing five blog posts of 800-1000 words each.”]
3.3. Specific Deliverables:
- [List specific deliverables, e.g., “Final website files uploaded to client’s server.”]
- [List specific deliverables, e.g., “Two print-ready logo files (JPG, PNG, PDF).”]
- [List specific deliverables, e.g., “Five edited and proofread blog posts in Google Docs format.”]
3.4. Services/Tasks NOT Included: The following services/tasks are explicitly excluded from this Agreement to prevent “scope creep” and manage expectations:
- [Clearly state what is NOT included, e.g., “Ongoing website maintenance post-launch.”]
- [Clearly state what is NOT included, e.g., “Printing of any design materials.”]
- [Clearly state what is NOT included, e.g., “Content creation for blog posts (client to provide content).”]
4. Project Duration
4.1. Start Date: The project will commence on [Start Date].
4.2. Expected Completion Date: The project is expected to be completed by [Expected Completion Date]. (Note: This date is an estimate and may be subject to change by mutual agreement if the scope of work changes significantly or unforeseen circumstances arise.)
5. Payment Terms
5.1. Total Fee: The Client agrees to pay the Freelancer a total fee of £[Total Project Fee] for the Services.
5.2. Upfront Deposit: A non-refundable upfront deposit of [30-50]% of the total fee, amounting to £[Upfront Deposit Amount], is required before the commencement of any work. This deposit secures the Freelancer’s commitment and covers initial efforts. Work will not begin until this deposit is received.
5.3. Payment Schedule: The remaining balance will be paid according to the following schedule:
- [e.g., “50% (£[Amount]) upon completion of phase 1 (e.g., design approval).”]
- [e.g., “50% (£[Amount]) upon final completion and delivery of all Services.”]
- OR [e.g., “Monthly instalments of £[Amount] on the [Day] of each month.”]
5.4. Preferred Payment Methods: Payments shall be made via [e.g., Bank Transfer, PayPal, Wise].
5.5. Invoicing: The Freelancer will submit invoices to the Client for payments due as per the agreed schedule.
6. Late Payment Penalties
6.1. Payment Due Date: All invoices are due for payment within [Number] days of the invoice date.
6.2. Penalties for Overdue Payments: If an invoice is not paid by its due date, a late payment penalty will be applied. This penalty will be calculated at a rate of [e.g., 8% above the Bank of England base rate, as per the Late Payment of Commercial Debts (Interest) Act 1998] on the overdue amount for each day the payment is late. Additionally, the Freelancer reserves the right to charge a fixed sum for debt recovery costs, as per the aforementioned Act.
6.3. Suspension of Work: In the event of overdue payments, the Freelancer reserves the right to suspend all work on the project until payment is received in full, including any accrued late payment penalties. This suspension will not affect the Freelancer’s right to pursue any other remedies available under this Agreement or by law.
7. Revisions
7.1. Number of Included Revisions: The agreed fee includes [Number] rounds of revisions for each deliverable. A “round of revisions” constitutes a single consolidated list of changes provided by the Client at one time.
7.2. Revision Procedure: The Client must submit all revision requests in writing (e.g., via email) within [Number] days of receiving a deliverable.
7.3. Charges for Additional Revisions: Any additional revisions requested beyond the [Number] included rounds, or any changes requested after final approval of a deliverable, will be subject to an additional charge of £[Hourly Rate] per hour or a pre-agreed fixed fee, depending on the nature and extent of the changes. The Freelancer will provide an estimate for such additional work, and work will only commence upon the Client’s written approval of the estimate.
8. Intellectual Property
8.1. Ownership: Upon full and final payment of all fees due under this Agreement, the intellectual property rights (including copyright) in the final deliverables created by the Freelancer specifically for this project shall transfer to the Client.
8.2. Freelancer’s Portfolio Rights: Notwithstanding the above, the Freelancer retains the right to display the completed work in their professional portfolio and for promotional purposes.
8.3. Pre-existing Materials: Any pre-existing materials or tools used by the Freelancer to create the deliverables (e.g., standard coding libraries, fonts requiring separate licenses) remain the property of the Freelancer or their respective owners.
9. Confidentiality
Both parties agree to keep confidential any proprietary or sensitive information disclosed by the other party during the course of this Agreement. This includes, but is not limited to, business plans, trade secrets, client lists, and technical data. This obligation of confidentiality shall survive the termination of this Agreement.