Is My Freelance Contract Fair? A UK Checklist

Written by Lóránt Bartha (CEO & Founder Ookulli)

Written by Lóránt Bartha, Founder Ookulli

Published on

A fair UK freelance contract has 30-day payment terms, assigns IP on full payment, caps your liability at the contract value, and limits any post-project restrictions to three to six months. If yours doesn't, it's worth querying.

The problem is that most freelancers have never seen a fair contract. They've received contracts, signed contracts, and sometimes regretted contracts. Without a reference point, it's impossible to know whether what they've been sent is standard, aggressive, or unacceptable. This checklist is that reference point.

Key Takeaways

  • 30 days from invoice is the standard payment term in UK B2B contracts; 60+ days is aggressive; 90+ days or "on satisfactory completion" is unacceptable

  • IP should be assigned on full payment. Assigning it before you're paid removes your main recourse in a dispute

  • A reasonable liability cap is the total contract value; no cap at all is a red flag under the Unfair Contract Terms Act 1977

  • Non-compete restrictions of three months are broadly reasonable; 12 months across an industry is likely unenforceable

  • Most clients will negotiate unfair clauses if asked professionally. This checklist tells you what to query and why

What does "fair" mean in a UK freelance contract?

A fair UK freelance contract means terms that reflect standard market practice and comply with UK law, not whatever a client's legal team decided to put in the document.

That might sound surprising. Contracts can feel like they're entirely at the client's discretion. But UK law sets floors: the Late Payment of Commercial Debts (Interest) Act 1998 sets a 30-day default where no payment period has been agreed, and a 60-day ceiling unless a longer term can be shown to be fair to the supplier; the Unfair Contract Terms Act 1977 limits the enforceability of unreasonable liability exclusions. Market norms set the rest. What one client calls "standard terms" is often just what their solicitor drafted in their favour.

Once you know where the benchmarks sit, a contract stops being an opaque document and becomes something you can actually assess. Most of the clauses that put freelancers at a disadvantage are not rare or unusual. They follow predictable patterns, and they're fixable.

If you want to understand what each clause actually is before judging whether yours is fair, start with our guide on how to review each of these clauses in detail. This article assumes you know what you're looking at and want to know whether it's reasonable.

The freelance contract fairness checklist

The five areas that determine whether a UK freelance contract is fair are payment terms, IP assignment, liability, restrictions, and termination.

Area

Fair

Borderline

Unfair

Payment terms

30 days from invoice

45-60 days

90+ days or "on satisfaction"

IP assignment

On full payment

On delivery

On signing or creation

Liability cap

Contract value

2x contract value

No cap or unlimited indemnity

Restrictions

3 months, specific competitor

6 months, defined sector

12+ months, whole industry

Termination

14-30 days notice + WIP paid

7 days notice, WIP negotiated

Immediate, no WIP payment

Run your contract against each row. If all five sit in the Fair column, your terms are standard. If any sit in Borderline or Unfair, you have grounds to negotiate.

Get a full contract review from £10 at ookulli.com/pricing. Ookulli flags each of these areas against the relevant UK law, so you know exactly what to query and why.

Is a 30-day payment term standard for freelancers?

30 days from invoice is the standard payment term in UK B2B contracts; anything beyond that shifts the financial risk onto you.

Under the Late Payment of Commercial Debts (Interest) Act 1998, 30 days is the statutory default for business-to-business contracts where no payment period has been agreed. When a client pushes this to 60 or 90 days, they're asking you to provide interest-free financing for their business. That's not standard. It's a commercial advantage they've written into the contract.

Equally important is the payment trigger. "30 days from invoice receipt" is clear and fair. "30 days from satisfactory completion" is not, because the client can dispute what "satisfactory" means indefinitely and your right to payment only crystallises once they decide the work is done.

Sofia, a freelance copywriter in Edinburgh, signed a contract with a 60-day payment term and a "satisfactory completion" trigger. She delivered the project in week one of a two-month campaign. The client marked it complete at the end of the campaign (week eight), then paid 60 days after that. She waited four months for work she finished in three weeks. The client hadn't breached the contract at all.

When reviewing a payment clause, the key checks are the payment period (anything over 30 days deserves a query), the trigger (receipt of invoice rather than satisfactory completion is the fair position), and late payment interest (this applies automatically under the 1998 Act; the contract can only displace it by offering a substantial contractual remedy in its place, a blanket waiver doesn't work).

What does a fair IP clause look like in a freelance contract?

A fair IP clause assigns ownership to the client on receipt of full payment, not before.

Under the Copyright, Designs and Patents Act 1988, you own the intellectual property in work you create by default. A standard service agreement will include an assignment clause that transfers that ownership to the client. That's expected and normal. The question is when the transfer happens.

If the assignment occurs "on delivery" or "on creation," the client owns your work before they've paid for it. That removes your most important position in a payment dispute. If the assignment occurs "on full payment," you retain ownership until the money arrives.

What to look for:

  • Assignment "on full payment": fair

  • Assignment "on delivery": borderline, worth querying

  • Assignment "on creation" or "at the start of the project": push back

  • Scope covering "all work created during the term of this agreement": watch for this, as it can reach beyond your actual project

💡 Pro Tip: If the IP clause assigns ownership broadly to "all work created during the term," ask the client to narrow it to "deliverables as specified in the statement of work." One sentence change, meaningful protection.

What is a reasonable liability cap for a freelancer?

A fair liability clause caps your exposure at the total value of the contract. Anything beyond that needs a strong justification.

A cap at contract value is the standard benchmark for a freelance engagement: if you're doing £5,000 of work, your maximum exposure should be £5,000. Some contracts push this to twice the contract value, which is borderline but negotiable. No cap at all leaves you with unlimited liability for a project worth a few thousand pounds. That's a red flag regardless of contract size.

Indemnity clauses go further. They require you to cover the client's legal costs and losses in specific circumstances. A narrow indemnity for IP infringement you actually caused is standard. An indemnity covering third-party losses arising from how the client used your work after delivery is not, because you have no control over what happens after handover.

The Unfair Contract Terms Act 1977 limits the enforceability of unreasonable exclusion and liability clauses in B2B contracts. An extreme clause may not hold up in court, but proving that requires legal action. Better to negotiate it before signing. A liability cap equal to the contract value is a standard request; most clients will accept it without escalating. If the contract also has an asymmetric structure (capping the client's liability at a much lower figure than yours), that asymmetry is worth raising explicitly.

What is a reasonable duration for a non-compete clause?

A non-compete restriction of three months, targeting a named competitor, is broadly reasonable for a freelance engagement; anything broader warrants scrutiny.

Non-compete and non-solicitation clauses are only enforceable in UK law if they are reasonable in scope, geography, and duration. Courts will not uphold a restriction wider than necessary to protect a legitimate business interest. A blanket prohibition on working in your industry for 12 months almost never meets that standard for a freelancer. The client isn't protecting a specific business interest; they're restricting your ability to work.

Reasonable duration and scope for a freelance engagement:

  • Duration: Three months is broadly fair; six months is borderline; 12 months or more is questionable

  • Scope: Named competitor or defined client list, not your entire industry or sector

  • Geography: Proportionate to the actual scope of the project (a UK-based project doesn't justify a global restriction)

If your contract restricts you across an entire industry for 12 months, ask the client to narrow it. Most will reduce the duration or add specific carve-outs if you raise it professionally. If they won't, that tells you something about how they approach the working relationship.

What does fair termination look like in a freelance contract?

A fair termination clause gives both parties 14 to 30 days notice and ensures all completed work is paid for before the contract ends.

Termination with no notice and no obligation to pay for work in progress is the clause that most affects freelancers in practice. If a client ends a project with immediate notice and the contract doesn't require them to pay for the two or three weeks of work you completed, you have no contractual right to that payment. The most protective version of this clause specifies that all work invoiced before the termination date will be paid within 30 days of the notice: explicit, unambiguous, and most clients will accept it.

Seven days notice with the status of work in progress left unresolved is a borderline position. It's not automatically unfair, but if the contract is silent on what happens to work completed during that seven-day period, you should get it in writing before signing. Immediate termination with no payment obligation for work in progress is the position to push back on hardest.

What should I do if my freelance contract isn't fair?

If your contract has unfair terms, query them in writing before signing. Most clients will negotiate if asked professionally.

You don't need to invoke legislation or signal that you're considering legal action. A direct, specific question is the most effective approach. "Could we amend the payment trigger from 'satisfactory completion' to 'receipt of invoice'?" is a professional request that most clients will answer yes to without a second thought. Framing amendments as "aligning to standard industry terms" removes confrontation from the conversation. You're not saying their contract is wrong; you're saying you'd like it to match what you've seen elsewhere.

Raj, a freelance developer in Leeds, used Ookulli before signing a contract with a new digital agency. The review flagged a 60-day payment term, IP assignment on delivery, and a 12-month non-compete covering all digital agencies in the UK. He sent a short email querying all three points. The agency amended the payment term to 30 days, changed the IP clause to "on full payment," and reduced the non-compete to three months for named clients. None of it required a solicitor. The total time from review to signed amended contract was four days.

Start with the most significant issue and give the client a chance to respond before raising the others. If they push back on every amendment, that's useful information about how they'll approach the working relationship when something actually goes wrong.

If you're unsure what's worth querying, review your contract from £10 at ookulli.com/pricing. Ookulli identifies which clauses are flagged and which UK law applies, so you can negotiate from knowledge rather than guesswork.

Frequently asked questions

What is a fair freelance contract in the UK?

A fair UK freelance contract has 30-day payment terms triggered on invoice receipt, assigns IP on full payment, caps liability at the contract value, limits post-project restrictions to three to six months with a specific scope, and provides 14 to 30 days notice with payment for work completed before termination.

Is a 60-day payment term fair for a freelancer?

60 days is aggressive rather than fair. The statutory default for UK B2B contracts under the Late Payment of Commercial Debts (Interest) Act 1998 is 30 days. A 60-day term means you're providing two months of interest-free credit to your client. It's worth querying before you sign.

Can I negotiate a freelance contract in the UK?

Yes, and most clients expect it. There is no professional or legal reason you cannot propose amendments before signing. The most effective approach is to identify specific clauses and suggest specific replacements, framed as "aligning to standard industry terms" rather than as a dispute.

What should a fair IP clause say in a UK freelance contract?

A fair IP clause assigns ownership to the client "on receipt of full payment" for the specific deliverables defined in the contract. The scope should be limited to the project, not "all work created during the term of this agreement." Portfolio rights should either be explicitly granted or left unaddressed, as ambiguity usually defaults to permitted.

What's a reasonable non-compete clause for a freelancer?

For most freelance engagements, a non-compete of three months targeting a named competitor or specific client list is reasonable. Six months is borderline. Twelve months or more across a broad industry is likely unenforceable under UK common law. Courts will not uphold restrictions wider than necessary to protect a legitimate business interest.

Is it normal for freelance contracts to have liability clauses?

Yes. Most service agreements include a liability cap and sometimes an indemnity clause. The standard benchmark for a freelance engagement is a cap equal to the contract value. What is not normal, and worth pushing back on, is no cap at all or an indemnity covering losses outside your control.

This content is for informational purposes only and does not constitute legal advice. If you have specific concerns about your contract, consider consulting a qualified solicitor.

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