If you’ve read our previous blog on “What to include in a freelancer contract”, you’ve probably already got a good idea of what a contract of services should look like and what terms you prefer to work under. However, sometimes, the contract might come to you from the client-side. This can be a bit of a heart-stopping moment for freelancers. Again, you’re faced with a scary-looking legal document – and this time, you didn’t even get a say in its content!
But it’s time to take a deep breath and delve on in. Signing a legal document without reading it is truly up there with “things you should not do as a freelancer, ever, ever, ever”. This blog will help to guide you through reading a client contract. What should freelancers look out for in a client contract? What are the red flags? What should definitely be included? And what should freelancers do if they’re not happy with the contact they’re presented with?
As with the previous guide, this blog is written from our knowledge and experience of freelancing and supporting freelancers, but does not constitute legal advice. If you’re ever in any doubt about a contract, please talk to a legal professional before you sign!
Don’t sign until you’re happy
The first and most important thing to say is: if you’re not happy with the contract, don’t sign. The contract that is provided to you should be a negotiable document and you should take your time to read it, absorb what it says, and query or challenge any terms or omissions that you’re worried about. If there’s anything that you’re unsure about, go back to the client with your questions or seek professional legal advice. It can seem a bit daunting to come back to a client on what is written in their contract, but most will be used to these types of back-and-forth negotiation and will be happy to consider reasonable amendments. If they’re not – this is a red flag in itself, and you should ask questions about what they will be like to work with going forward.
What if I have my own contract?
There’s rarely a need to “double contract” an engagement. That means, if the client has provided you with a contract, there’s no need to make them sign yours as well. What you do need to do, however, is make sure that all your terms are incorporated into their contract, so that nothing important is missing. Say they’ve left out the small matter of payment, for example. Go back to your client and request that it is included. You could even offer them the text that you would usually use in your own contract and ask that it is added in as another clause.
Beware of any clauses in the contract which seem to set up unrealistic or unnecessarily restrictive working expectations. For example, unless there is a specific and valid reason, the client should not have control over your working hours; you’re a freelancer, after all. Similarly, there shouldn’t be a demand in the contract that you work exclusively for them, unless this has been specifically negotiated upfront.
Liability and indemnity clauses
These are ones that you will want to check out carefully (and possibly get the opinion of a professional). It’s increasingly common to see generalised indemnity clauses in client contracts – clauses in which, if you sign them, you are agreeing to compensate the client against any future losses or claims arising in relation to the work you supply. However, these can be wildly unfair. Is it reasonable for you to assume responsibility for these potential costs, particularly given that, once you hand the work over to the client, you often have no control over how the client will use or amend it? These costs will also potentially be disproportionate to the fee paid for the work. We’re seeing these types of clauses more and more often in freelance contracts – but the good news is our freelancers report success with getting them removed or altered. This doesn’t mean that you couldn’t be held liable if your work causes the client losses – that’s why you need professional indemnity insurance – but it does mean that you haven’t up-front agreed to shoulder the responsibility and costs.
What are your responsibilities?
As in the previous blog, the contract will outline your rights and responsibilities on the job or project. Make sure these are in-line with what you were expecting: double-check important things like rates of pay, timescales and deadlines, and the scope of the project. It’s quite common and reasonable for the client to specify that you hold certain levels of business insurance. Check that your cover is in place, up-to-date, and meets their requirements, as they may ask you to provide proof of this. If you don’t have the cover and you sign to say you do, you will already be in breach of contract with your client – not a good place to start!
Dinghy offers flexible, no-hassle business insurance especially tailored to the needs of freelancers. It takes just minutes to set up online, so if you have a contract waiting to be signed, there’s no delay for you or your client and you can get to work straight away. Having business insurance makes sure you are meeting the legal responsibilities of the client’s contract and also protects you in the event that there’s an issue with a job that you do, and the client experiences a loss or legal challenge because of it. There are no fees or admin charges, and you can buy now and pay at the end of the month. Get your quote here.