As a freelancer or consultant, you are used to working to tight deadlines and delivering results. But when a client sends over a contract, you probably just sign it without reading it carefully. Their "standard terms" might claim they own everything you create, prevent you from working with competitors for months after the engagement, or leave you exposed to tax implications you do not understand. For just £99, get complete clarity on what you are actually agreeing to.
You are probably in one of these scenarios
The client is big, so you assume their terms are fine. But buried in the contract is a clause that says they own all intellectual property created during the engagement — including methodologies and approaches you have developed over years. The contract also contains a two-year non-compete that prevents you from working with any competitor of theirs. You are about to sign away your ability to reuse your expertise and your opportunity to work with other clients in the same industry. A review reveals the scope and helps you negotiate fairer terms.
You are engaged as an independent consultant, but you are starting to wonder whether HMRC would consider you an employee for tax purposes. If they do, you could face a significant tax bill. The contract does not clearly reflect the consultant-client relationship, and you are not sure whether it will protect you if HMRC challenges your status. A review identifies IR35 risk and helps you understand what needs to change.
The contract says "payment will be made upon completion of the project," but completion is not defined. The client is now saying the project is not finished, so they are not paying. You are without income and have no leverage to push back because the contract does not clearly define what "completion" means. A review of a draft contract would have highlighted this risk before you started work.
You created a bespoke solution for a client, and they are now wanting to use that solution for other clients without paying you anything more. Your contract is silent on this. You are not sure whether they have the right to do this or whether you can charge them additional fees. A review would have clarified IP ownership and the right to reuse your work.
The contract contains an indemnity clause that makes you liable for damages if anything goes wrong with your work — potentially for unlimited amounts. You do not have insurance to cover this level of liability, and you are wondering whether you should sign the contract. A review identifies your liability exposure and helps you negotiate more reasonable terms.
Everything you need to understand your contract
A clear breakdown of exactly what you are committing to deliver and what happens if scope changes
When you will be paid, how payment is calculated, and what protection you have if the client does not pay on time
Who owns what you create, what you can reuse on other projects, and how licensing works
Whether the contract structure protects you from IR35 reclassification and what adjustments might reduce risk
Your exposure if something goes wrong and whether insurance requirements are reasonable
What non-compete and non-solicitation clauses actually prevent you from doing after the engagement
These are the risks that keep people awake at night
A contract that assigns all IP to the client means you lose ownership of what you create — including approaches and methodologies you have developed over years. You cannot reuse your work on other projects, and the client can take your solution and sell it to competitors without paying you anything more. A designer who agreed to this clause ended up unable to use their own design system with other clients.
Some client contracts contain indemnity clauses that make you liable for damages if anything goes wrong — potentially for amounts much larger than what you are being paid. If you do not have professional indemnity insurance covering these amounts, you are personally at financial risk. A consultant was asked to sign a contract with unlimited liability; if something went wrong, they could have been liable for £100,000. They did not have insurance, so they negotiated the liability cap down to £20,000.
If the contract does not clearly reflect a genuine consultant-client relationship, HMRC might reclassify you as an employee for tax purposes. This can result in significant back-tax bills and penalties. A contract that requires you to work exclusively for the client, provides equipment, or treats you as an employee in practice is more likely to trigger IR35 reclassification. A review identifies these risks.
A two-year or three-year non-compete clause that prevents you from working with any company in the same industry can make it impossible to find other work. Even if the clause is ultimately found to be unenforceable, you cannot afford the legal fees to fight it. A clause that is narrowly tailored to the specific client and limited in duration is much more reasonable.
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No. A reasonable compromise is for the client to own the specific work product created for them, whilst you retain ownership of underlying methodologies, tools, and approaches you can reuse on other projects. You might licence your methodologies to the client for their exclusive use, with additional licensing fees if they want to use it with other clients. This protects both your ability to leverage your expertise and the client's ability to use what you created.
Ideally, payment should be due within 14 days of the invoice being issued, with clear consequences if payment is late (interest, suspension of services, etc.). For longer projects, milestone-based payments are much better than waiting until the end — you get paid as you deliver, not after the client has finished using your work. Always define what "completion" or "delivery" means.
IR35 is complex, but key risk factors include: being required to work exclusively for the client, providing personal services rather than a business service, the client providing equipment or training, being required to work set hours, and not being able to hire a substitute to do the work. If the contract reflects all of these, IR35 risk is high. Consider seeking tax advice if you are uncertain.
Yes, especially if you have professional indemnity insurance. Most reasonable clients are willing to cap liability at either the amount you are being paid for the engagement, or the amount your insurance covers. A cap is much fairer than unlimited liability, which could expose you to financial ruin.
Consider whether the risk is worth it. If a client refuses to negotiate reasonable liability caps, a fair payment schedule, or to let you retain ownership of methodologies, that suggests they may be difficult to work with overall. You have the right to decline engagements with unreasonable terms. Sometimes it is better to find a different client.
Learn more about specific contract types
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