For freelancers and consultants
Client terms are written to protect the client, and they often take more than they need: all your IP, uncapped liability, vague payment triggers or restrictions on who you can work for next. Upload the contract and get a plain English report on what you are agreeing to and what to push back on, for £49 + VAT.
The situations people are usually in when they send us a contract.
Because the client is big, it is easy to assume the terms are standard and fair. Often they assign to the client everything you create during the engagement, which can catch the templates, methods and know-how you bring to every job, and add a restriction on working for the client’s competitors. The review shows what you would be giving up and what a fairer split looks like.
If you work through your own limited company, the off-payroll working rules (IR35) may apply. For public sector clients and medium or large private sector clients, the client decides your status and should give you a status determination statement; for small clients, your company decides. The contract is evidence, but HMRC looks at how the work is really done. The review flags contract terms that point towards employment, such as control over how you work, no right of substitution or an open-ended commitment.
The contract says you will be paid on completion of the project, but completion is not defined. If the client then says the work is not finished, you have little to point to. The review picks up vague payment triggers like this so you can ask for milestones, a clear acceptance process and a payment date.
You built something bespoke and the client now wants to use it across other projects or sell it on. Whether they can depends on the IP terms. Under English law, if there is no written assignment, the freelancer usually keeps the copyright and the client has only the licence the contract gives them, or a licence implied from the circumstances. Better to have that spelt out before you start.
The contract makes you liable, and asks you to indemnify the client, for any loss connected with your work, with no upper limit. If your professional indemnity insurance covers less than that, the gap is yours. The review shows your exposure and suggests a cap you can propose.
Every clause rated for your side, in plain English, usually within ten minutes of paying.
Read a complete sample reportWhat you are committing to deliver, and what happens when the client asks for more
When you get paid, what triggers payment, and your rights if the client pays late
Who owns what you create, what you can reuse, and how any licence works
Contract terms that point towards or away from employment status, and wording you could change
Your exposure if something goes wrong and whether the insurance requirements are realistic
What any non-compete or non-solicitation clause would stop you doing once the work ends
A clause assigning “all intellectual property created in connection with the services” can be read as covering your templates, code libraries, frameworks and methods, not just the work made for this client. Once assigned, you may need the client’s permission to use them again. The usual answer is to assign the specific deliverables and keep your pre-existing and general materials, giving the client a licence to use them within the deliverables.
Imagine you are paid £8,000 for a project and a mistake leads to a claim far larger than that. Without a cap, the contract does nothing to limit what you owe. Common starting points for a cap are the fees paid under the contract, a multiple of them, or your professional indemnity insurance limit, with the client’s indirect and consequential losses excluded.
A contract that lets the client control how, when and where you work, bars you from sending a substitute, requires you to work only for them, or treats you like staff can count against you in an IR35 or employment status assessment. Contract wording on its own won’t decide the question if the reality is different, but wording that contradicts your independence doesn’t help. If you are unsure, take advice from an accountant or tax adviser.
A restriction on working for anyone in the client’s sector for a year or more after the engagement can cut off much of your market. Restrictions on contractors are subject to the same rule as other restraints of trade: they must protect a legitimate interest and be no wider than reasonably necessary. Even so, it is far easier to narrow the clause now, for example to named clients you actually worked with, than to argue about it later.
£49 + VAT per contract. No subscription and nothing to sign up for first.
PDF or Word. Add a line of context if it helps, such as when they want it back.
In about 30 seconds, an overall rating and the headline concerns, before you pay anything.
Usually about ten minutes. Emailed as a PDF with a link to read it online.
Sign it, send back the changes, or take it to a solicitor knowing which clauses to raise.
Anything else, get in touch.
Usually the client should own the work you created specifically for them, especially if they are paying for it. It is reasonable for you to keep ownership of what you brought with you and what you use on every job, and to give the client a licence to use those parts within the deliverables. Whatever you agree, put it in writing, because an assignment of copyright is only effective if it is in writing and signed.
A fixed payment period from invoice, such as 14 or 30 days, and for longer projects, staged payments tied to milestones or monthly invoicing rather than one payment at the end. Define what counts as delivery or acceptance. For business clients, the Late Payment of Commercial Debts (Interest) Act 1998 lets you claim statutory interest and fixed compensation on late invoices unless the contract provides a substantial alternative remedy.
Look at control (who decides how the work is done), substitution (whether you can send someone else) and mutuality of obligation (whether the client must offer work and you must accept it), as well as whether you take financial risk and are integrated into the client’s business. The contract should reflect how you actually work. IR35 turns on the facts, so if the answer matters, get advice from an accountant or tax adviser who specialises in it.
Yes, and many clients expect it. A cap linked to the fees, or to the level of your professional indemnity cover, is a common compromise. Some liabilities cannot be limited by law, such as liability for death or personal injury caused by negligence, and clients will often want fraud and breaches of confidentiality outside the cap too.
Then weigh up whether the work is worth the risk. Sometimes it is, particularly if the risky clauses are unlikely to matter on this project. If a client refuses any cap on liability, any retained IP or any sensible payment schedule, that tells you something about how the relationship is likely to go.
Paste it in and say which side you’re on. You get a rating, what the clause does and what you might ask for instead. It’s free, with a daily limit.