Contract clauses, explained plainly.

Every page here is one rule from the Clause risk playbook, the same 23 rules the product checks your contract against. Each explains what the clause means in plain English, when it turns risky, and the wording to ask for instead. UK-leaning, sourced, and general information rather than legal advice.

Payment

Payment schedule and due dates

How much is due, when, and against what trigger. Look for the payment period (e.g. 14/30 days from invoice), w…

Payment

Late-payment interest and recovery costs

Whether the contract gives you a right to charge interest and a fixed sum for recovery costs when the client p…

Payment

Deposit and kill fee (cancellation) protection

Whether an up-front deposit is non-refundable, and whether there is a 'kill fee' entitling you to be paid for …

Scope

Scope of work and change control

Whether the deliverables are defined specifically, and whether there is a written change-control process (extr…

Scope

Unlimited or unbounded revisions

Whether revisions are capped at a defined number of rounds, and whether 'revisions' are distinguished from new…

Intellectual Property

IP assignment timing (on payment vs on creation)

The exact moment intellectual property in the work transfers to the client. Look for whether rights pass 'on c…

Intellectual Property

Moral rights waiver

Whether the contract asks the freelancer to waive their moral rights (the right to be identified as author and…

Intellectual Property

Portfolio rights / licence-back

Whether, after assigning IP, the freelancer keeps the right to show the work in a portfolio, case study or mar…

Risk Allocation

Indemnities (uncapped or one-way)

Whether the freelancer must indemnify (fully reimburse) the client for claims, and how broad that is. Look for…

Risk Allocation

Limitation of liability (cap and carve-outs)

Whether total liability is capped, at what level (often the fees paid), whether indirect/consequential losses …

Risk Allocation

Warranties given by the freelancer

What the freelancer is promising the work will be or do. Look for open-ended warranties (error-free, fit for e…

Restrictive Covenants

Non-compete and non-solicit restrictions

Whether the freelancer is restricted from working for competitors or in their own field, and from approaching …

Restrictive Covenants

Exclusivity during the engagement

Whether the freelancer must work only for this client (or not for competitors) during the engagement, and whet…

Term & Termination

Termination rights and notice period

Who can end the contract, on what grounds, and with how much notice. Look for one-sided rights (client can ter…

Term & Termination

Automatic renewal (evergreen) terms

Whether the contract renews automatically unless cancelled, the length of each renewal, and how long the opt-o…

Payment

Acceptance and 'client satisfaction' payment traps

Whether payment or sign-off depends on the client's subjective 'satisfaction' rather than an objective accepta…

Boilerplate

Governing law and jurisdiction

Which country's law governs the contract and whose courts decide disputes. For a UK freelancer, a foreign gove…

Confidentiality

Confidentiality scope and duration

What information is treated as confidential, whether the obligation is mutual, how long it lasts, and whether …

Data Protection

Data protection / UK GDPR obligations

If the freelancer will handle personal data on the client's behalf, whether the contract includes the Article …

Boilerplate

Assignment and subcontracting

Whether the freelancer can delegate or subcontract parts of the work, and whether the client can assign the co…

Boilerplate

Force majeure

Whether the contract excuses delay or non-performance caused by events outside a party's control, and whether …

Boilerplate

Entire agreement clause

Whether the contract states it is the whole agreement and supersedes prior discussions. This is standard, but …

Boilerplate

Dispute resolution process

How disputes are meant to be resolved: informal talks, mediation, arbitration or court. Watch for mandatory bi…

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