- Original Poster
- #1
Small business owner here. We've used freelance contractors for two years. Downloaded a "freelance services agreement" template off some legal site, populated it, used it for everyone. Designers, copywriters, devs. About 30 contractors so far.
Last month one of them came back saying the indemnification clause was uninsurable. Asked their solicitor about it before signing. The solicitor told them flat out "this clause is unenforceable in the UK and frankly looks like it was copy-pasted from a US template, do not sign it."
So I went back to the source template. Sure enough, US template. We'd been issuing US-style contracts to UK contractors for two years. Some of them just signed it. Some pushed back and we softened it case by case but never updated the master.
Embarrassing. But also expensive because we'd have been on the hook personally if any of those clauses had ever been tested.
What got us was the indemnification clause. American freelance contracts routinely make the contractor cover the client's legal costs without limit. UK courts won't enforce that against a self-employed individual but that's not the point. The point is your own contractors lose trust the second they spot it. We had two designers refuse to work with us until we changed it.
Ended up paying a UK contracts solicitor £450 for an hour to mark up a proper version. Worth it. They flagged three clauses that were essentially unenforceable here and one that was just badly written.
I've since been a bit obsessed with which UK freelance contracts are based on US templates. About 7 in 10 UK freelance contracts I've looked at have at least one US clause that wouldn't survive an English court. Most small businesses have no idea.
If you're using a contract template you grabbed off a legal site for £20 or off Google, worth getting it checked. Particularly the indemnification, the non-compete and the IP assignment clauses. Three of them are fine in California and not fine in the UK.
The £450 solicitor mark-up was the best money I've spent on the business this year.
Last month one of them came back saying the indemnification clause was uninsurable. Asked their solicitor about it before signing. The solicitor told them flat out "this clause is unenforceable in the UK and frankly looks like it was copy-pasted from a US template, do not sign it."
So I went back to the source template. Sure enough, US template. We'd been issuing US-style contracts to UK contractors for two years. Some of them just signed it. Some pushed back and we softened it case by case but never updated the master.
Embarrassing. But also expensive because we'd have been on the hook personally if any of those clauses had ever been tested.
What got us was the indemnification clause. American freelance contracts routinely make the contractor cover the client's legal costs without limit. UK courts won't enforce that against a self-employed individual but that's not the point. The point is your own contractors lose trust the second they spot it. We had two designers refuse to work with us until we changed it.
Ended up paying a UK contracts solicitor £450 for an hour to mark up a proper version. Worth it. They flagged three clauses that were essentially unenforceable here and one that was just badly written.
I've since been a bit obsessed with which UK freelance contracts are based on US templates. About 7 in 10 UK freelance contracts I've looked at have at least one US clause that wouldn't survive an English court. Most small businesses have no idea.
If you're using a contract template you grabbed off a legal site for £20 or off Google, worth getting it checked. Particularly the indemnification, the non-compete and the IP assignment clauses. Three of them are fine in California and not fine in the UK.
The £450 solicitor mark-up was the best money I've spent on the business this year.
