The risk playbook.

What to look for. How much is due, when, and against what trigger. Look for the payment period (e.g. 14/30 days from invoice), whether payment is milestone-based or lump-sum, whether a deposit is required, and whether the due date is tied to a clear event (invoice date) rather than a vague one (client sign-off or client 'satisfaction').

This clause decides exactly when the money lands in your account and what has to happen first. Vague triggers like 'on completion' or 'when the client is happy' let a client stall indefinitely, so a fixed number of days from your invoice is commonly seen as fairer. Deposits and milestone payments are widely used so you are never doing a lot of unpaid work up front.

The Client shall pay each invoice in full within 30 days of the invoice date. A deposit of [30]% of the total fee is payable before work begins, with the balance invoiced on delivery. Payment is not conditional on the Client's satisfaction or on the Client receiving payment from any third party.

Under the Late Payment of Commercial Debts (Interest) Act 1998, if the contract is silent a private-sector debt is treated as late 30 days after the later of invoice receipt or delivery, and payment terms over 60 days must be fair to both sides to be enforceable.

Read the full payment schedule and due dates guide

What to look for. Whether the contract gives you a right to charge interest and a fixed sum for recovery costs when the client pays late, and at what rate. Also check the contract does not try to waive or reduce your statutory rights below a meaningful remedy.

This is your leverage when a client drags out payment. Even if the contract says nothing, UK law lets a business charge interest and a fixed fee on late commercial invoices, so a clause that tries to strip that away is worth pushing back on. Spelling out the interest right in the contract makes it easy to invoke without an argument.

If any sum is not paid by its due date, interest shall accrue daily on the overdue amount at 8% per year above the Bank of England base rate until paid, and the Client shall reimburse the reasonable costs of recovering the debt.

The Late Payment of Commercial Debts (Interest) Act 1998 sets statutory interest at 8% above the Bank of England base rate and fixed compensation of £40 (debts under £1,000), £70 (£1,000-£9,999.99) or £100 (£10,000+) per invoice; these apply automatically to business-to-business debts and a contract term must give a 'substantial remedy' to displace them.

Read the full late-payment interest and recovery costs guide

What to look for. Whether an up-front deposit is non-refundable, and whether there is a 'kill fee' entitling you to be paid for work already done (and for lost time) if the client cancels the project part-way through.

A kill fee makes sure you get paid for work you have already done if the client pulls the plug half-way through. Without one, a client can cancel after you have delivered most of the value and walk away owing little. A non-refundable deposit plus payment for completed work is the common way freelancers cover this.

The deposit is non-refundable once work has begun. If the Client cancels before completion, the Client shall pay for all work performed up to the cancellation date plus a kill fee of [25]% of the remaining fee, and any completed work will only be delivered once these sums are paid.

Read the full deposit and kill fee (cancellation) protection guide

What to look for. Whether payment or sign-off depends on the client's subjective 'satisfaction' rather than an objective acceptance test, and whether there is a deemed-acceptance backstop if the client goes silent.

Tying payment to whether the client feels 'satisfied' hands them an open-ended excuse to withhold money, because satisfaction is subjective and never expires. Objective acceptance against the agreed spec, plus a rule that silence past a deadline counts as acceptance, closes that gap. It keeps sign-off about the work meeting the brief, not the client's mood.

Deliverables are accepted if they materially meet the agreed specification. The Client has [7] days to notify specific defects in writing; if none are notified within that period, the deliverables are deemed accepted and payable. Acceptance may not be withheld on the basis of subjective preference.

Read the full acceptance and 'client satisfaction' payment traps guide

What to look for. Whether the deliverables are defined specifically, and whether there is a written change-control process (extra work = extra fee and/or extra time) so new requests do not silently expand the job for the same money.

Scope creep is where 'just one more small thing' quietly turns a fixed-price job into months of unpaid extras. A tight list of deliverables plus a rule that anything outside it is a paid change order protects your time. It also protects the client by making the deal predictable.

The Services are limited to the deliverables listed in Schedule 1. Any work outside that list is a change and will proceed only under a written change order signed by both parties setting out the additional fee and any adjustment to the timeline.

Read the full scope of work and change control guide

What to look for. Whether revisions are capped at a defined number of rounds, and whether 'revisions' are distinguished from new directions or fresh concepts. Watch for language promising changes 'until the Client is fully satisfied'.

'Unlimited revisions' sounds generous but it hands the client an open-ended claim on your time for a fixed price. Capping revision rounds and charging for extra ones keeps the project bounded. It also focuses feedback, which usually gets the client a better result faster.

The fee includes up to [2] rounds of revisions to the agreed deliverables. Additional revision rounds, or requests for a new creative direction, will be billed at £[rate] per hour or by separate change order.

Read the full unlimited or unbounded revisions guide

What to look for. The exact moment intellectual property in the work transfers to the client. Look for whether rights pass 'on creation' or 'on delivery' versus 'on receipt of full payment', and whether the freelancer keeps ownership until paid.

This clause decides who owns the work and from what moment. If ownership passes before you are paid, a non-paying client can legally use your work while you have lost your only real leverage. Tying the transfer to full payment is the common way freelancers keep a hold on the work until the money arrives.

The Freelancer retains all intellectual property rights in the deliverables until the Client has paid all sums due in full. On receipt of full payment, the Freelancer assigns to the Client the intellectual property rights in the final deliverables produced specifically for the Client under this agreement.

In the UK an assignment of copyright must be in writing and signed to be effective (Copyright, Designs and Patents Act 1988, s.90); until assignment the freelancer as author is the first owner of copyright in commissioned work.

Read the full ip assignment timing (on payment vs on creation) guide

What to look for. Whether the contract asks the freelancer to waive their moral rights (the right to be identified as author and to object to derogatory treatment of the work), and whether that waiver is absolute or leaves room for credit and portfolio use.

Moral rights are your right to be named as the creator and to object if someone mangles your work. They are separate from ownership and, in the UK, cannot be sold, only waived in writing, so a contract often asks you to waive them. If author credit or portfolio use matters to you, this is the clause to check and, where possible, soften.

The Freelancer waives moral rights in the deliverables to the extent necessary for the Client's normal commercial use, save that the Freelancer retains the right to be identified as author where reasonably practicable and to display the work as a portfolio sample under the portfolio-rights clause.

Under the Copyright, Designs and Patents Act 1988, moral rights (ss.77-85) cannot be assigned but can be waived in writing; commercial contracts routinely include such a waiver.

Read the full moral rights waiver guide

What to look for. Whether, after assigning IP, the freelancer keeps the right to show the work in a portfolio, case study or marketing. Once rights are assigned, using the work without a reserved licence can itself be infringement.

After you assign the rights, the work legally belongs to the client, so showing it in your portfolio can technically be infringement unless you reserved the right. A short licence-back keeps your ability to display and talk about the work you made. This is easy to agree and rarely controversial for non-confidential projects.

The Freelancer retains a perpetual, non-exclusive, royalty-free licence to reproduce and display the deliverables in the Freelancer's portfolio, case studies and marketing, provided no Client confidential information is disclosed.

Read the full portfolio rights / licence-back guide

What to look for. Whether the freelancer must indemnify (fully reimburse) the client for claims, and how broad that is. Look for uncapped indemnities, one-way indemnities (only the freelancer gives one), and indemnities covering 'any and all' claims rather than being tied to the freelancer's own fault.

An indemnity is a promise to cover the other side's losses, and a broad one can dwarf what you were paid, for example thousands of pounds of fee against a claim many times larger. The safest versions are mutual, tied to your own fault, and limited to third-party claims rather than 'any and all' losses. Whether the indemnity sits inside your liability cap makes a big difference to your real exposure.

Each party shall indemnify the other against third-party claims to the extent caused by the indemnifying party's breach of this agreement or infringement of a third party's rights. This indemnity is subject to the limitation of liability clause.

Read the full indemnities (uncapped or one-way) guide

What to look for. Whether total liability is capped, at what level (often the fees paid), whether indirect/consequential losses are excluded, and which carve-outs sit outside the cap. A missing cap is the single biggest exposure in a small-agency contract.

This clause sets the ceiling on what you could ever have to pay if something goes wrong, and without one your exposure is unlimited on a small fee. Capping liability at the fees you were paid is a widely used starting point for freelancers and small agencies. A few things (like fraud, or death and personal injury) cannot lawfully be capped, so expect those carve-outs.

Except for liability that cannot lawfully be limited (including death or personal injury caused by negligence, and fraud), neither party is liable for indirect or consequential loss, and each party's total liability under this agreement is limited to the total fees paid or payable under it.

In England & Wales, liability for death or personal injury caused by negligence and for fraud cannot be excluded, and under the Unfair Contract Terms Act 1977 exclusion clauses in business contracts must be reasonable to be enforceable.

Read the full limitation of liability (cap and carve-outs) guide

What to look for. What the freelancer is promising the work will be or do. Look for open-ended warranties (error-free, fit for every purpose, will achieve specific business results) versus reasonable, effort-based warranties.

A warranty is a promise about the quality or outcome of your work, and promising perfection or specific business results you cannot control is a trap. The safer standard is that you will do the work with reasonable skill and care and that it will match the agreed spec. Guaranteeing sales, rankings or an error-free product invites a claim whenever reality falls short.

The Freelancer warrants that the Services will be performed with reasonable skill and care and that the deliverables will materially conform to the agreed specification. No other warranties are given, and the Freelancer does not warrant any specific commercial result or that the deliverables will be error-free.

The Supply of Goods and Services Act 1982 already implies a term that services are carried out with reasonable skill and care, so an express warranty on that standard is normal and unsurprising.

Read the full warranties given by the freelancer guide

What to look for. Whether the freelancer is restricted from working for competitors or in their own field, and from approaching the client's staff or customers, and for how long and over what geography. Broad non-competes can stop you earning a living in your own trade.

A broad non-compete can legally stop you doing the very work you make your living from, sometimes for a year. Narrow non-solicit clauses (don't poach this client's staff or customers you worked with) are far more common and reasonable. The wider and longer the restriction, the more it needs to protect a genuine business interest to stand up.

For [6] months after this agreement ends, the Freelancer will not solicit the specific employees or clients of the Client with whom the Freelancer worked directly under this agreement. Nothing in this agreement prevents the Freelancer from providing similar services to other clients, including in the same industry.

Under English law post-contractual restrictive covenants are void as a restraint of trade unless they go no further than reasonably necessary to protect a legitimate business interest; overbroad non-competes are frequently unenforceable.

Read the full non-compete and non-solicit restrictions guide

What to look for. Whether the freelancer must work only for this client (or not for competitors) during the engagement, and whether that exclusivity is paid for. Exclusivity without a retainer removes your ability to earn elsewhere for free.

An exclusivity clause can require you to say no to other paying clients while this engagement runs. That is reasonable if the client is paying a retainer to reserve your time, but not if it is bolted onto a normal project fee. If you are asked to be exclusive, it usually makes sense for that to be paid for.

The Freelancer is free to provide services to other clients. If the Client requires exclusivity or priority availability, that will be agreed in writing and covered by a monthly retainer of £[amount].

Read the full exclusivity during the engagement guide

What to look for. Who can end the contract, on what grounds, and with how much notice. Look for one-sided rights (client can terminate for convenience but freelancer cannot), very short notice against the freelancer, and whether work done up to termination is paid.

This clause controls how either side gets out and what you are owed when they do. A one-sided 'client can cancel any time, freelancer can't leave, and unpaid work isn't covered' term is a common imbalance. Mutual notice plus payment for work done to the termination date is the balanced norm.

Either party may terminate this agreement on [30] days' written notice, or immediately if the other party is in material breach and fails to remedy it within 14 days. On termination the Client shall pay for all Services performed up to the termination date.

Read the full termination rights and notice period guide

What to look for. Whether the contract renews automatically unless cancelled, the length of each renewal, and how long the opt-out notice window is. Long renewals with a narrow cancellation window can silently lock you (or the client) in.

An auto-renewal clause quietly rolls the contract into a new term unless someone cancels in a specific window. Miss that window and you can be locked in for another full term at the old price. Month-to-month renewal, or renewal only when both sides positively agree, avoids the trap.

This agreement runs for the initial term and then continues month to month unless either party gives 30 days' written notice. It does not automatically renew for any fixed further term.

Read the full automatic renewal (evergreen) terms guide

What to look for. Which country's law governs the contract and whose courts decide disputes. For a UK freelancer, a foreign governing law and foreign courts can make any dispute impractically expensive to pursue or defend.

This clause decides which country's law applies and where you would have to fight or defend a dispute. If it points to a far-off legal system, even a valid claim can be too expensive to bring, which quietly weakens all your other protections. A UK freelancer is usually best served by English law and English courts.

This agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute arising out of it.

For a UK-based freelancer, choosing the law of England and Wales (or Scotland/Northern Ireland as applicable) and local courts keeps any dispute in a familiar, cost-accessible forum.

Read the full governing law and jurisdiction guide

What to look for. Whether the freelancer can delegate or subcontract parts of the work, and whether the client can assign the contract to a third party (e.g. on a sale of its business) without consent. Look for one-sided bans and personal-performance requirements.

This clause controls whether you can bring in help and whether the client can hand your contract to someone else. A common imbalance is banning you from delegating while letting the client transfer the whole deal to a stranger. Requiring mutual consent, not unreasonably withheld, keeps it even.

Neither party may assign this agreement without the other's prior written consent, not to be unreasonably withheld. The Freelancer may subcontract parts of the Services but remains responsible for the subcontracted work.

Read the full assignment and subcontracting guide

What to look for. Whether the contract excuses delay or non-performance caused by events outside a party's control, and whether that protection is mutual. Watch for clauses that protect only the client, or that let the client withhold payment while still holding the freelancer to deadlines during a genuine emergency.

Force majeure covers what happens when something outside anyone's control, like serious illness or an infrastructure failure, stops the work. A fair clause protects both sides equally by pausing deadlines rather than treating the disruption as a breach. Check it is not written to shield only the client.

Neither party is liable for failure or delay caused by events beyond its reasonable control. The affected party shall notify the other promptly, and deadlines shall be extended accordingly. If the event continues for more than [30] days, either party may terminate on written notice.

Read the full force majeure guide

What to look for. Whether the contract states it is the whole agreement and supersedes prior discussions. This is standard, but it means any promise made in emails, calls or the proposal that is not written into the contract stops counting.

This clause says the signed contract is the full deal and anything discussed but not written in no longer counts. It is normal and usually fair, but it means you should get every promise you are relying on, like scope, price or deadlines, actually into the document. A handshake or a friendly email will not save you once this clause is in.

This agreement, together with its schedules and the accepted proposal dated [date], is the entire agreement between the parties and supersedes all prior discussions. Any change must be agreed in writing and signed by both parties.

Read the full entire agreement clause guide

What to look for. How disputes are meant to be resolved: informal talks, mediation, arbitration or court. Watch for mandatory binding arbitration in a distant location, or clauses forcing the freelancer to bear the client's legal costs regardless of who wins.

This clause sets the path for sorting out a fight, and the cheaper, staged versions (talk first, then mediate, then court if needed) suit small suppliers best. Be wary of mandatory arbitration far away or a term making you pay the client's lawyers even if you win, because both can make a valid dispute too costly to pursue. A proportionate, escalating process keeps disputes from becoming ruinous.

Before starting court proceedings, the parties shall attempt in good faith to resolve any dispute by negotiation and then by mediation. Each party bears its own costs unless a court orders otherwise. This clause does not prevent either party from seeking urgent injunctive relief.

Read the full dispute resolution process guide

What to look for. What information is treated as confidential, whether the obligation is mutual, how long it lasts, and whether standard exceptions (public knowledge, independently developed, required by law) are present. Watch for one-sided, perpetual or all-encompassing definitions.

A confidentiality clause controls what each side can say about the other's information. The fairer versions are mutual, list clear exceptions like information that is already public, and last a defined number of years rather than forever. A one-way, everything-is-secret, never-ending version puts all the burden on you.

Each party shall keep the other's confidential information secret and use it only to perform this agreement. This does not apply to information that is or becomes public through no breach, was already known, is independently developed, or must be disclosed by law. This obligation lasts for the term and for 3 years afterwards.

Read the full confidentiality scope and duration guide

What to look for. If the freelancer will handle personal data on the client's behalf, whether the contract includes the Article 28 processor terms UK GDPR requires, and whether the obligations imposed are proportionate to what the freelancer actually does with data.

If you touch the client's customer or personal data, UK law requires the contract to spell out how you handle it, so a missing clause is a gap for both of you. The required terms include only processing on the client's instructions, keeping data secure and confidential, and deleting or returning it at the end. Just check the security and liability duties are proportionate to the small volume of data a freelancer usually handles.

Where the Freelancer processes personal data on the Client's behalf, the Freelancer shall: process it only on the Client's documented instructions; keep it confidential; apply appropriate technical and organisational security measures; not engage sub-processors without consent; assist the Client with data-subject requests and security obligations; and delete or return the data at the end of the engagement.

UK GDPR Article 28 makes these processor terms mandatory whenever a freelancer processes personal data for a client; the ICO treats such freelancers as 'processors' and requires a written contract covering these points.

Read the full data protection / uk gdpr obligations guide