The short version
- Take a deposit. A client unwilling to pay anything up front is telling you something useful before you have done the work.
- Deemed acceptance is the highest-value clause in a freelance contract: deliverables are accepted unless rejected in writing, with reasons, within a set number of days.
- IP transfers on payment, never on creation. This is your only real leverage once the work is delivered.
- Define revision rounds numerically. "Reasonable revisions" means whatever the client decides it means.
1. A scope that is a document, not a sentence
Scope belongs in an attached schedule listing deliverables, formats, quantities and what is explicitly excluded. The exclusions matter as much as the inclusions — "does not include copywriting, stock photography licensing, or ongoing maintenance after handover" prevents an entire category of argument.
Include the assumptions the estimate rests on: content supplied by a stated date, one round of consolidated feedback per stage, access to the systems you need. When an assumption fails, you have a written basis for repricing rather than a conversation about whether you are being difficult.
2. A deposit
Twenty-five to fifty per cent before work starts, depending on the size of the engagement and the length of the schedule. This is not primarily about the money — it establishes that payment obligations are real, it filters out clients who were never going to pay, and it means you are never working entirely at risk.
For longer projects, break payment into milestones tied to delivery stages rather than dates. Milestone billing keeps the outstanding amount small at every point in the project, which is exactly what you want if the relationship deteriorates.
3. Deemed acceptance
This is the clause most freelance contracts omit and most freelancers need. Without it, "acceptance" can be withheld indefinitely — not maliciously, usually, but because the person who must approve is busy, and your invoice is behind their approval.
Two details do the work: rejection must be in writing and must identify specific failures against the agreed specification. That converts "we're not happy with it" into a conversation about the schedule you both signed.
4. Change control
Scope creep is rarely one large request; it is fifteen small ones, each individually unreasonable to refuse. A change-control clause makes the process routine rather than confrontational: changes are requested in writing, you respond with cost and schedule impact, and work begins when the client approves.
The value of this is social, not legal. It gives you a neutral, pre-agreed procedure to invoke, so saying "sure, I'll put that through change control" is not the same conversation as "that costs extra".
5. A numbered revision limit
Specify the number of revision rounds included at each stage — two is typical for design work — and state the rate for additional rounds. Define what a round is: consolidated feedback from the client delivered in one batch, not a stream of individual comments across two weeks.
A client with three stakeholders who each send separate feedback is not sending you one round. Say so in the contract and the problem largely disappears, because the client starts consolidating internally.
6. IP transfers on payment
The default in most jurisdictions is that a contractor owns what they create unless it is assigned — so the client will ask for an assignment clause, and they should have one. What matters is the timing.
| Assignment trigger | What you hold if they do not pay |
|---|---|
| On creation | Nothing. They own it and you have an unpaid invoice. |
| On delivery | Nothing. Same position, marginally later. |
| On payment in full | Ownership, and a client who cannot lawfully use the work. |
Also carve out your background IP: the tools, libraries, components, templates and methods you brought with you. The client gets a licence to use those as part of the deliverable; they do not get to own your toolkit. See employee or contractor for how this interacts with classification.
Where the risk sits, and how the clauses move it
Before work
Deposit clears
25–50%. You are never working entirely at risk, and clients who were never going to pay filter themselves out here.
On delivery
Review period opens
Five business days, in writing, against the agreed specification. Rejection has to name specific defects.
+5 days
Deemed acceptance
Silence approves the work. Without this clause your invoice sits behind somebody else's inbox indefinitely.
On payment
IP transfers
Not on creation, not on delivery. Unpaid means they own nothing and cannot lawfully use the work.
Independent contractor agreement
Free full template text — scope, milestones, acceptance, IP assignment on payment and termination. Copy it or download PDF or Word.
7. Late payment interest, and a right to stop
Interest on overdue invoices is worth including even though you will rarely charge it, because it changes the conversation with an accounts department. Many jurisdictions provide a statutory rate for commercial debts, and some allow a fixed recovery charge per late invoice on top.
More useful in practice: an express right to suspend work while payment is outstanding, after written notice. Without it, stopping work is itself a breach, which puts you in the wrong at exactly the moment you need to be in the right.
8. A kill fee
Projects get cancelled for reasons that have nothing to do with you — budget freezes, reorganisations, the person who hired you leaving. A termination clause should cover: payment for all work completed to date, payment for work in progress, reimbursement of committed third-party costs, and a cancellation fee if termination happens after a stated point.
Twenty-five to fifty per cent of the remaining fee is a common range where you have reserved capacity. The justification is straightforward and clients understand it: you turned down other work to hold the schedule.
9. Bounded liability
Cap your liability at the fees paid under the agreement, and exclude indirect and consequential loss. A five-thousand-pound project should not carry unlimited exposure for a client's lost profits, and this is one of the least-contested requests in freelance contracting.
Watch for indemnities separately — they sit outside the cap unless stated otherwise. An indemnity limited to your own IP infringement and your own negligence is reasonable. An indemnity for all claims connected with the project is not.
10. Portfolio rights
Reserve the right to display the work in your portfolio and case studies, with a sensible qualification for genuinely confidential engagements — for example, that you may show the work after public launch, or with the client's name withheld if they prefer. Freelancers routinely assign everything and then find they cannot show the best work they have done.
The clauses in order of what they save you
If you only add four things to your contract this year
- Deemed acceptance with a fixed review window — unblocks invoices that have no other route.
- IP transfers on payment in full — your only leverage after delivery.
- A deposit or milestone schedule — limits how much you are ever owed at once.
- A numbered revision limit with a defined "round" — ends the most common form of scope creep.
And one habit worth more than any clause: send a short written summary after every call where scope, dates or money were discussed. "Confirming what we agreed: X by the 14th, Y is out of scope, Z goes through change control." Nobody objects to a confirmation email, and it becomes the record if anything is disputed later.
Chasing an invoice, one rung at a time
- Two minutes
A polite reminder, invoice attached
Most late payments are administrative. Assume that first, and address a person rather than a mailbox.
- One email
A formal notice under the payment clause
Cite the clause, the interest rate and the suspension right. Most debts resolve here, because this is where the request stops being a request.
- Momentum
Suspend work, on written notice
Only where the contract gives you the right. Without it, stopping work is itself a breach and you are now in the wrong.
- The relationship
A demand letter with a deadline
Facts, sum, calendar date, consequence. The last cheap step before this becomes a decision about a claim.
A demand letter is rung four, not rung one. Sending it first spends the relationship on a problem that was usually going to clear at rung two.
When you reach the last rung, the demand letter template has the structure a court expects to find.
General information, not legal advice. This guide explains how these documents and rules generally work. Law varies by jurisdiction and changes, and none of it is applied to your circumstances here. For anything consequential, consult a licensed attorney where you are.
Frequently asked
Do I need a written contract for small jobs?
Yes, though it can be short. A one-page agreement covering scope, price, payment terms, revision limits and IP on payment covers most freelance work. Verbal agreements are legally valid in most jurisdictions but leave every disputed term to memory, and the smallest jobs are exactly where scope drifts most easily.
What if the client sends their own contract?
Read it against this list and negotiate the gaps — client paper is normal and rarely a problem, but it is drafted for their protection, so acceptance, IP timing and liability will need attention. Requesting three or four specific amendments is standard professional behaviour.
Can I charge interest on a late invoice?
If the contract provides for it, yes. Many jurisdictions also give a statutory right to interest on late commercial payments regardless of what the contract says, sometimes with a fixed recovery charge. The rates are modest; the value is in giving accounts departments a reason to prioritise your invoice.
Should I use a client's NDA before quoting?
Signing a reasonable mutual NDA before a detailed briefing is normal. Check it for anything beyond confidentiality — non-solicit or IP clauses occasionally appear in documents presented as standard NDAs. See [mutual vs one-way NDA](/blog/mutual-vs-one-way-nda) for the review checklist.
What do I do if the client just stops responding?
Stop work, in writing, citing the suspension clause. Send a statement of the amount outstanding with a clear payment deadline. Keep every message factual and unemotional, because that correspondence may be read by a third party later. If it remains unpaid, a formal demand letter is the next step and is often where it ends.