What to put in a freelance contract: a clause-by-clause checklist

Do you even need a contract?

Legally, an exchange of emails can form a binding agreement. "Can you do X for £Y by Friday?" followed by "Yes" is a contract. The trouble is that it is a contract with no answers in it. It does not say what happens about revisions, cancellation, who owns the work or when you get paid.

A written contract fills those gaps before they become arguments. It does not have to be long. Most freelance contracts work best at two or three pages in plain English, because a client who can read it will sign it, and one who cannot will forward it to a lawyer and add a fortnight to your start date.

The clauses that matter

1. Who the contract is between

Full names and addresses for both sides. If the client is a limited company, use the company name, not the name of the person you have been emailing. That is the legal entity that owes you money.

2. Scope of work

This is the clause that saves you most often. Describe what you will deliver, in what format, and by when. Then say what is not included. "Five product photos on a white background, edited, supplied as high-resolution JPEGs" is a scope. "Product photography" is an argument waiting to happen.

The "not included" line does a lot of work: "Does not include retouching beyond basic colour and exposure, lifestyle shots, or video."

3. Revisions

Say how many rounds of changes are included and what an extra round costs. Two rounds is common for design and writing work. Also define a revision. A change to the agreed brief is new work, not a revision.

4. Fees and payment terms

Give the total or the rate, what you will invoice and when, and how long the client has to pay. If you take a deposit, say how much and whether it is refundable. Our guide to taking a deposit covers what is reasonable. Name the currency, and say whether prices include VAT if you are registered.

5. Late payment and your right to pause

This is the clause you will be glad of if you ever need to chase an unpaid invoice.

6. Client responsibilities

You cannot finish on time if the content, logins, access or feedback arrive late. Say what you need from them and by when, and that deadlines move if it is late. This turns "you're behind" into "I've been waiting for the copy since the 4th", with a signature underneath.

7. Copyright and ownership

This one surprises clients. In the UK, a freelancer usually owns the copyright in what they create, even when the client paid for it. That differs from an employee, whose work normally belongs to the employer. For copyright to pass to the client, the transfer (an assignment) has to be in writing and signed by you.

So decide what the client actually gets:

• An assignment. They own it outright once paid. This is common for logos, brand work and commissioned writing.
• A licence. You keep ownership and they can use it for agreed purposes. This is common in photography, where a client might get a licence for marketing use while the photographer keeps the right to sell prints or use the images in a portfolio.

Either way, tie the transfer or licence to payment in full: "Copyright passes to the client on receipt of full payment." Before that point, they have nothing to use, which is a quiet and very effective incentive. Also say whether you can show the work in your portfolio.

8. Cancellation and kill fees

What happens if the client pulls the job halfway through? Without a clause, you are left arguing about what is fair. With one, it is arithmetic.

Keep it proportionate. A clause that keeps every penny regardless can be unenforceable, especially with private individuals.

9. Confidentiality

A short promise not to share their non-public information, unless the law requires it. If they want something heavier, they will send you their own NDA.

10. Limiting your liability

A clause capping your total liability, often at the fee for the project, protects you from a client claiming a huge loss over a modest job. You cannot exclude liability for death or personal injury caused by negligence. With consumers, the Consumer Rights Act 2015 limits what you can exclude more generally. If a single project is large or high-risk, this is the clause most worth paying a solicitor to look over, and it is the reason some freelancers take out professional indemnity insurance.

11. Ending the contract

How either side can end an ongoing arrangement, usually with written notice, and what is owed when they do.

12. Governing law

One line: "This contract is governed by the law of England and Wales." Use Scotland or Northern Ireland if that is where you are based.

When your client is a consumer

If you work for private individuals rather than businesses, such as a wedding photographer, a tutor or a personal trainer, the Consumer Contracts Regulations 2013 add obligations for contracts agreed online, by phone or away from your premises. The main ones are:

• the client usually has a 14-day cancellation period
• if they want you to start inside those 14 days, they must ask you to, expressly, and if they then cancel, they pay for what you have done
• you have to tell them about the cancellation right before they agree; if you do not, the period can stretch to a year and they may owe nothing for work done in that time

Put the cancellation information in the contract and tick it off as part of your client onboarding process.

Getting it signed

In England and Wales, an electronic signature is valid for ordinary commercial contracts like these. The Law Commission confirmed as much in 2019. A typed name on a web page is fine. You do not need a wet signature, and printing, signing, scanning and emailing back is where most contracts stall for a week.

What matters more than how it is signed is the record afterwards. You want to be able to show who signed, when, and exactly which words they saw.

That is how Panorivo's contracts work. You write the contract once as a template. Smart fields fill in the client, project and dates when you create it. The client signs from a link on their phone, with no account. The signed version is frozen with the signer's name, the time and their IP address, so it cannot drift from what was on screen. It is free, and it is as useful for an NDA or a statement of work as for a contract.

None of this replaces legal advice. A solicitor-drafted template you reuse for years is one of the cheapest bits of insurance a freelancer can buy, and the checklist above is a good way to brief one.