12. Are these clauses missing from your contract?

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Well, hello freelance friends, and welcome to another episode of 15 Minute Freelancer. Today I'm answering a listener question: shout out to Icona, who asked about what clauses you should include in your freelancing contract, that is, the agreement that you enter into with clients so you both know who's doing what, by when, and what happens in the unfortunate and hopefully unlikely scenario when things might go a bit Pete Tong. 

I'm going to say a little bit about why I think you should have a contract, definitely, what needs to go in your contract, where to find templates, and a couple of clauses that I hadn't thought to include in contracts when I first started out, but have actually been super helpful. I'm sure most of us would rather skip thinking about legal mumbo jumbo and get on with the actual projects and the creative parts of running a business. But this is an important part of how we deliver great work for our clients, make sure we get paid and generally keep our projects running smoothly. That's why we call it a business and not fun, happy play time!

Before we start, let me just say here, none of what I'm about to see should be construed in any way as legal advice. I actually did do one year of law school, and it's sucked. I'm not a lawyer, I'm a copywriter, and not that kind of copyright. Always run your contract by a lawyer or speak to a lawyer if you've got any questions about what your legal relationship with your clients. 

First of all, what is a contract? It's a legal written agreement between you and your client that sets out the terms of your relationship and the work to be done. You might call it a statement of work or a letter of agreement or a contract. But basically, it makes super clear what each of you are responsible for doing and not doing. And it says what happens if either of you fails to fulfil those responsibilities, so it protects you both, and avoids potential misunderstandings about the scope of the project, deadlines, how and when you get paid and so on. 

Do you really need a contract? I do know a few folk who don't use contracts. They're obviously a lot more trusting than me. And sure, if you have general agreement by email, maybe you've emailed backwards and forwards to agree the deliverables, the deadlines and payment terms, then yes, that might be enough to get the project started and make you both feel comfortable that you're on the same page. That's fine. You can always refer back to that further down the line if you find yourselves disagreeing about something. And that might also be sufficient if you find yourself needing to go to a small claims court if a client hasn't paid, for example. But it's not going to be as robust as a proper legal contract that's signed by both. A verbal agreement over the phone similarly might work for you. But again, if things don't go to plan later on, there's not going to be a whole lot that you can do. So personally, that wouldn't be my preferred way of working. 

Beyond the legal protection, which I'm happy to say, I've never actually had to test, there are a lot of wider benefits to having a contract. When you're speaking to a new client, and you're just getting to know each other, they're taking a chance on you, right, they want to know that they can trust you. Sorry, my cat is meowing in the background. I do apologise. It's distracting. So yeah, having a contract that you both sign looks professional, and it shows that you take yourself and your business seriously. It shows that you have systems for running your business rather than just bumbling from one project to the next in a more ad hoc kind of way. So that's good news for the client, isn't it? 

It makes running projects a lot easier and you both know exactly what needs to be done by when. You can avoid misunderstandings about things like whether you're allowed to refer to the project in your portfolio, how many revisions you'll do, whether they need to pay for your travel time to and from meetings, you know, all of that kind of detail. It also helps avoid non-payment and late payment too. As I say, if you don't have a contract, there's very little that you can do to try to push for payment. And you know, even if you have a contract, it's not going to be a pain free process. But it does mean that the expectation is set about how everything's going to work.

So I definitely recommend using a contract. If you use a template, you won't miss out any crucial details that need agreed and you can just send the same one to each new client, and just change out a few specific details each time. So it doesn't need to take up loads and loads of time. You can actually find loads of great free templates online that you can either lift in their entirety or tweak to fit your business and the way that you like to work. 

For copywriters there are some great resources on the ProCopywriters website. I know a lot of virtual assistants use the Koffee Klatch template, and the Federation of Small Businesses also has templates. The insurance provider Simply Business has a template too. So you know, you can find some good ones online that will save you figuring all this out for yourself and I'll put links to these in the show notes. Some accounting software also has contract tools built in which can make the whole process really easy too. FreshBooks lets you include a statement of work set payment terms and get signatures and so on. Shout out to Brooklyn Nash for reminding me of that one. Other project management tools like Asana can do this automatically too. 

You can decide if you want a separate proposal and contract or if you want one that's basically a proposal with a signature box at the bottom, which is absolutely fine. I tend to have a separate proposal doc and contract. They're both templates so it doesn't take me much time. That's just the way that I've done it and the way that works for me. For the contract, I use a template that I got from ProCopywriters which I've tweaked and as a side note I've actually got terms and conditions on my website so prospective clients can get an idea of what it's going to be like to work with me before we start. If you're curious you can go and take a look at those you'll find those at the copy prescription.com/terms-and-conditions. I'll put that in the show notes as well. When I’ve agreed the details of a project with a client I'll just fill out that template and send it to them via HelloSign and then they sign it and we both have a copy. If you're working with a VA they could also do this for you or like I say you can do automatically through your project management software.

On to the nitty gritty. What should go in your contract? There are few obvious ones. You'll want to have your name, company or trading name, contact details and the same for the client. Include a contract or PO number which will go in your invoices too, so that you can easily track which invoice goes with which project. Make it clear that you're not an employee so you avoid any IR35 pain. I should say I'm focusing on UK contracts here but if you work with international clients the terms may be different. 

Then you want to say so what you actually do the scope of the project and key deadlines. Try to be specific. Try and be as specific as possible. It's not going to be helpful to say I'll do your marketing for six months. Like, what does that actually mean? What will you do? What will the client do? Try to be specific. If it's a retainer, what happens if they don't use their allotted time? What if they need more time? However you're organising that, make sure it's really clear. 

Next, you want to cover what the client will do. What's their responsibility in this relationship? What background materials do they need to provide? Do you need password access to their software? Who are you going to need to speak to and do you have their contact details? Will you need a pass if you're working on site? All of that. 

You also want to say a bit about your working arrangements. The most important one obviously is going to be payment terms. This might include how and when you'll get paid, who will pay for software subscriptions that are needed, will you get paid for travelling to meetings. You also want to include other considerations that make your process easier such as how and when you expect feedback, expectations around how you'll communicate and this is a really important one I think lots of people miss out. You might want to say something like you aim to reply to emails within 48 hours, you won't reply to emails at weekends, you won't use WhatsApp for business for example. That just helps you set some boundaries about when you engage with the client and it means that they don't need to worry if they haven't heard from you, and they can be reassured that they will hear from you within a reasonable amount of time. It just keeps things nice and clear. 

You'll also want to cover things like copyright, who owns the product and intellectual property at the end of the project, can the client use that anywhere they like? If you're a designer, do you own the draft and development work? If you're a writer, you might include the fact that you get a named byline here. I always make sure that I've got a clause that permits me to link to the finished project in marketing materials and case studies. I'll also make sure that I state here that no business sensitive or personal information will be shared so that's a bit of reassurance. It's a good idea to have an indemnity clause. This basically says that you're not legally or financially responsible for any damages incurred in the course of or as a result of the project. Hopefully you have insurance, we talked about that in the pricing episode! This is just an extra layer of protection. I might also say something like I'm not responsible for any delays as a result of floods, fire, war, unexpected illnesses so you can include something like that too. Just to make sure that you're not going to end up in a tricky situation where you're liable for a project that you actually can't deliver. 

A couple of other clauses that I think are super helpful but a lot of freelancers maybe don't realise that they can include are, firstly, to say that a late fee will apply if payments are late. In the UK, there's legislation that allows you to claim interest on unpaid invoices at 8% over the base rate, and I think includes reasonable debt recovery costs too. So take a look at that, and include that. I've never had to use this myself, I have lovely clients! Touch wood. I don't want to jinx it. But often just mentioning that a late fee might apply can jog the process along. So that's worth thinking about.

Another suggestion that was recommended to me by Amy Posner, who is a copywriting coach and client wrangling expert, definitely go and follow her. I worked with her a few years ago, and she suggested including a pause clause. Now you might like the sound of this one, if you've ever had a project start off well, and then the client just sort of disappears for a bit, maybe not quite ghosting you but just getting a bit slow with the old feedback. If they keep pushing back dates for the next stage of the project, it not only messes with your planning process, it means you have to spend extra time re-familiarising yourself with their project. I've had this happen where I've maybe done research for a website copywriting project, and then the client has had to delay things for whatever reason, and I haven't been able to get on with the writing. And then when I've come back to it a few weeks later, I've forgotten all the juicy phrases that were in my mind, it's annoying! So if you include a pause clause, that means you can say, if you need to pause the project for whatever reason, that's fine. But I'll need to charge a 10% fee to restart the project. And this accounts for that extra time and admin needed to shuffle the work around and get my head back into the project. Again, I've never had to use this just mentioning that it's there tends to magically speed things up. 

That sounds like a lot, doesn't it? I'm trying to cover every eventuality here, but you can actually keep it pretty succinct. And of course, I recommend writing it in as plain and simple English as possible. It doesn't have to be jam packed with legal jargon. 

One other point that is maybe worth mentioning is what happens if the client also has a contract that they want you to sign. Whose contract wins? This is really up to you. Just do whatever you're comfortable with. And obviously agree it with the client. The main point is that you have a written document that lets you work the way you both need to and offers you both the protection you need should anything go wrong. If a client wants you to sign an NDA, a nondisclosure agreement, then that might be something that you consider as well as a contract. Read it carefully. Beware of any non-compete clauses, which could be a real pain, especially if you work in a specific niche or industry. You don't want to box yourself into a corner where you find yourself unable to work with similar clients. 

Don't sign anything you're not comfortable with. Protect your boundaries, there will be other clients. I turned down a project recently because they had a wild onboarding process. They wanted my bank history, drugs testing, all sorts of things. Now you may be fine with all of that. But for me, if I'm being forced to compromise on my usual process, which I know allows me to produce my best work, it's likely that I'm going to be shoehorned into compromising elsewhere in the relationship. So for me, that was a no, even though it would have been a tidy sum. And the individuals involved were actually lovely. It's really just thinking about your process, your boundaries, what works for you. So there might be times where you think this is fine, I'm comfortable with changing. There might be other times you think, no, I've thought about what goes in this contract and this is what works for me, this is what I need to be in place to allow me to do my best work. So maybe in those cases, you wouldn't be so flexible. It's up to you. 

Like I said, this isn't legal advice, but hopefully it gives you some food for thought for things to think about putting in your freelance contracts. As always, thanks for listening. Come and find me on Twitter and let me know what you think. Let me know if I've missed anything. Let me know if you completely disagree with any of these things I'm suggesting to include. And I hope you have a lovely week. Thank you. 

You've been listening to 15 Minute Freelancer with me, Louise Shanahan, freelance health copywriter and content marketer at thecopyprescription.com. If you enjoyed this, please hit subscribe, leave a review or share it with a freelance friend. And if you've got a freelancing question you want answered on the podcast find me and say hi on Twitter, LinkedIn or Instagram. Thanks, and until next time, happy freelancing!