# UK Freelance Contract — What to Check

A contract review checklist for every freelance engagement.

## Essential clauses (never sign without these)

- [ ] Scope of work — specific deliverables, format, acceptance criteria
- [ ] Timeline — dates for each phase, final delivery
- [ ] Payment amount — total, currency (GBP typical), payment schedule
- [ ] Payment terms — Net 14 / 30 / 60 days
- [ ] Late payment consequences — statutory interest (8% + BoE base rate)
- [ ] IP ownership — who owns deliverables, at what point (usually on payment)
- [ ] Termination — notice period, treatment of work-in-progress, payment for work done
- [ ] Confidentiality — what's protected, for how long

## Cautionary clauses to review carefully

- [ ] Non-compete clauses — are they reasonable in duration and scope?
- [ ] IP assignment scope — are they claiming background IP unfairly?
- [ ] Warranty and liability caps — are you agreeing to unlimited liability?
- [ ] Indemnification — are you indemnifying the client for things beyond your control?
- [ ] Change-order process — how are scope changes priced and approved?
- [ ] Payment triggers — are they tied to your acceptance or client's acceptance?
- [ ] Force majeure — is it mutual?

## Red flags

- [ ] Payment 60+ days after invoice — negotiate down or add early-payment discount
- [ ] Unlimited revisions — cap at 2-3 rounds
- [ ] "Kill fee" only — no compensation for cancelled projects mid-work
- [ ] Client owns your background IP — clarify: only work created for this engagement
- [ ] No signed agreement before work — do not start work without a signed contract
- [ ] Payment contingent on client's client paying — pass-through risk

## UK-specific considerations

- [ ] Late Payment of Commercial Debts (Interest) Act 1998 applies to B2B contracts
- [ ] Consumer Rights Act 2015 for B2C work
- [ ] UK GDPR / Data Protection Act 2018 if handling personal data
- [ ] IR35 status determination if working via own limited company
- [ ] English law jurisdiction preferred for UK-only engagements

## Sources referenced

- Legislation.gov.uk — Late Payment of Commercial Debts (Interest) Act 1998: https://www.legislation.gov.uk/ukpga/1998/20/contents
- Legislation.gov.uk — Consumer Rights Act 2015: https://www.legislation.gov.uk/ukpga/2015/15/contents
- ICO — Guide to UK GDPR: https://ico.org.uk/for-organisations/uk-gdpr-guidance-and-resources/
- HMRC — IR35 (off-payroll working): https://www.gov.uk/guidance/understanding-off-payroll-working-ir35

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*This checklist is general guidance. Not legal advice. For contracts involving significant financial exposure, engage a solicitor.*

*Downloaded from FreelanceToolkit UK — https://freelancetoolkituk.co.uk/contract-checklist*