Newbie: Freelance web designer contract

[ppp123]

Hi,
I am a Web Designer. I have registered a Trademark recently and wishing to start my freelance journey !
I would love to know how to go further e.g. How should a freelance web designer contract be ? Is there a legal format ? Can we get insurance for legal issues ? Descriptive replies would be appreciated. Thanks.

With regards,

 

[Deleted member 325090]

Hi & welcome,

I'm not sure if there is a 'standard' contract for freelance work as it might depend entirely on the value of the job, the complexity, the risks of disagreements arising and the impact if that needed to be put right. I'd imagine if you advertised on certain platforms for work, the contract would be within their T & C's.

When I was starting out, I often worked without a formal contract, after agreeing the work with the client via a simple chat/email/meeting. I've found that working with people in a friendly, helpful and trustworthy manner is often far more important than a legal document. I've never been ripped off, but if that did ever happen, I'd simply move on. Immoral people are not worth my time.

Legal documents are often not as cast iron as you might imagine and so people can usually worm their way out of them if determined. Much better work at having solid relationships with your clients.

Of course you do need to protect yourself from being ripped off, so for me it was always about building the trust in small chunks, by frequent delivery of quality services and prompt payment.

You should be able to find insurance through any number of brokers. In the past I've used QDos for things like professional indemnity insurance for previous limited companies I've had.

 

[The Resolver]

The simple chat/email /meeting does create a contract . Its just that without a formal one, you have not controlled its contents or secured all necessary issues such as the number of iterations, how 'acceptance' of the design is regulated, whether any elements are retained by the designer, how to protect yourself if the client provides images and content for whom the IPR rests with others, and ,most important of all, how disputes are to be resolved. One underpayment could be much more than the cost of a contract. If you serious about building up your business have a contact drawn up.

 

[iDigLocal]

It is best practice to draw up a standard contract that you would like to use. Not only is this an idea for potential legal disputes in the unlikely event they will arise but it also sets out how you want work with clients in general. For example. Although it is a good idea to be flexible and stick to your side of the contract religiously there maybe instances where you might think enough is enough, e.g. they keep requesting unplanned changes. Also you will want to look at your payment terms, late payments, copyright, IP etc..

Have a look at other web designer contracts to get an idea of what sorts of things people include.

as to insurance, professional liability is what you want to look at.

 

[Deleted member 169416]

Hi

As stated above, you may work for many years without a contract and without hitting any hurdles. There isn’t a legal requirement to have a contract or a specific format that it must have.

However, having a contract in place helps protect you against issues and manages client expectations. For example, setting out the scope and how to manage (and charge for!) changes when the client asks you if you could “just” do this or that (which from our experiences is an issue for digital creatives).

Another point to note is that you will automatically own the intellectual property rights in anything you create. If you don’t have T&Cs, the client may require that you sign up to their T&Cs which are likely to state that all intellectual property rights will be assigned to them. This is fine if you have created entirely bespoke works, but if there is anything that you “pull out the cupboard” this is unlikely to be acceptable.

If you limit your exposure under the contract, then insurance kicks in the event that you are liable - however, you would need to ensure that the policy covers the relevant areas e.g. if you will process personal data on behalf of the client check that it covers against data protection.

Hope this helps

 

[Alan]

Many freelancers start with the 'Contract Killer' Open source Contract.

https://gist.github.com/malarkey/4031110

Or if you want to take less risk, pay a law firm to write you a custom one, few hundred quid at teh most, they will have boiler plates they tweak for your needs.

Insurance, you can ( and probably should ) buy professional indemnity insurance, and if you ever plan to have clients in your office ( home ) or exhibit at exhibitions you should get public liability insurance. You can pick up a combined insurance deal for around £150 / year depending on cover.

 

[The Resolver]

Many freelancers start with the 'Contract Killer' Open source Contract.

https://gist.github.com/malarkey/4031110

Many problems with 'Contract Killer' that can cause more problems than it seeks to avoid. The language is fun but still there is too much exchanging legal gobbledegook for technical gobbledegook. Some comments in detail:-

1. Whilst the text specifies that English /Welsh courts shall have exclusive jurisdiction, it does not specify which country's law shall be applied. If disputes can be interpreted by a foreign law as capable of being interpreted and enforced by its laws (eg because the small print of the customer order form required a foreign law of the country of the client to apply or simply by virtue of the residency of the client) then the English/Welsh court will have to interpret the rights of both parties and deal with the dispute under such foreign law. That's why lawyers use a phrase like "This contract shall be governed by the laws of England and Wales and disputes shall be dealt with under the exclusive jurisdiction of the courts of England and Wales."

2. Lack of clarity as to who is the client. It asks for the name of the person entering into the contract but later says "You have the authority to enter into this contract on behalf of yourself, your company or your organisation. ". So it suggests the person entering into it could be doing so on behalf of a company but that person may not enter the name of the company in the paragraph above. The person should be identified as well as the intended customer.

3. Referring to "deadlines" and "sticking to payment schedules" is woolly and less clear (and thus increases the risk of disputes arising) than using the legal phrase "time shall be of the essence".

4. If the client withdraws it says "you’ll pay us in full for the time we’ve spent working with you ". However there is no provision to how time is charged leading to the potential for disputes over that charge

5. There is no (usual) clause stating that this document amounts to the whole agreement and the developer cannot be bound by anything said previously . As a result any comment that may have been casually made by the developer, eg as to some element of the work to be done could amount to an enforceable condition despite not being mentioned in the contract itself. In fact the wording actually allows for this woolly specification referring only to "everything we’ve agreed with you". That opens up a whole range of disputes . The same goes for the lack of clarity on the time scale for the work. Most tech disputes can be avoided by a clear spec referred to in the contract. All such wooliness may seem protective to the developer but in reality it only increases disputes which is not good for the developer. Not only is there legal cost to be incurred, but it could lead to adverse reviews against the developer.

6. The contract can be criticised for the same excessive protection to the developer as is often said about more formal lawyer created contracts and thus equally to be avoided by clients. I am thinking of the clause that denies the client any form of redress for losses incurred as a result of errors or anything not done correctly.

7. The clause that makes the client guarantee that all IP protected assets are either owned by him or he has "permission to use" should be extended to cover permission to allow a third party (ie the developer) to use. Personal permission may not be enough to protect the developer. Saying the client will "protect" the developer from any claim is again woolly as open to interpretation what in law that means. The word "indemnify" is precise in law but if you want to use non legal language then can say "you will pay all our costs and losses incurred as a result of any breach by you of this clause ".

8. It says "Just like a parking ticket, neither of us can transfer this contract to anyone else without the other’s permission." OK I'm being finicky but that is factually inaccurate since private parking tickets can and often are sold on to other orgs to collect!

9.Most important of all, there is absolutely no provision for how disputes are to be resolved other than by court (mediation, arbitration, med-arb, online dispute resolution etc etc) A pre-commitment to mediation is best.

I guess I will be seen as a moaning lawyer but I do appreciate the need for contracts to be in plain language. But sometimes there is a need for discipline. This needs improving.

 

[ethical PR]

You will also need to take out professional indemnity insurance.

Have you spoken to your business team at your local council or chamber of commerce, they may well have some start up business training you could access that will help you set up your business.

You'll also need a marketing plan to identify and target customers. Do remember website design is one of the most overcrowded market places so you will need a strong, compelling offer to make you stand out. Think about what would make you different/better than your competitors.

What would your answer be to the question 'why should we use your services? @ppp123

 

[Alan]

I guess I will be seen as a moaning lawyer but I do appreciate the need for contracts to be in plain language. But sometimes there is a need for discipline. This needs improving.

I probably should have worded it

"Many freelancers start with the 'Contract Killer' Open source Contract.

https://gist.github.com/malarkey/4031110

Or if you want to take less risk, pay a law firm to write you a custom one, few hundred quid at teh most, they will have boiler plates they tweak for your needs.

Personally I use a 6 page 19 major clause contract written by lawyers as I think the Contract Killer is too causal - and I don't want my clients think I'm going to be casual if they muck me around'

 

[ppp123]

Thanks for your replies. It was very helpful.