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Freelance Agreement

A freelance services agreement is the most important document between a self-employed contractor and their client. It defines what will be delivered, at what price, on what payment terms, and who owns the resulting work. This template is drafted under the laws of England and Wales and reflects UK-specific concerns — VAT treatment, IR35 status, late payment interest under the Late Payment of Commercial Debts (Interest) Act 1998, and IP assignment on payment. It is suitable for developers, designers, writers, consultants and creative freelancers working through a personal service company or as a sole trader.

When do you need this?

Typical use cases

  • You take on client work as a limited company or sole trader
  • Your client requires a signed contract before work can begin
  • You want to secure IP assignment tied to payment, not delivery
  • You need clear payment terms with statutory late-payment protection
What the contract includes

The contract covers

Identification of client and freelancer with company details
Detailed description of services
Fee structure (hourly, fixed price or monthly retainer)
Invoicing rhythm and payment terms
Late payment interest under the Late Payment of Commercial Debts (Interest) Act 1998
Independent contractor status confirmation and IR35 note
IP assignment on full payment (with retained know-how carve-out)
Confidentiality with configurable duration
Termination on notice and for material breach
Limitation of liability capped at 12 months of fees
Governing law and jurisdiction

Legal basis

This template is drafted under the laws of England and Wales. Key statutory provisions referenced include the Late Payment of Commercial Debts (Interest) Act 1998, the Copyright, Designs and Patents Act 1988 (for IP assignment), and general common law of contract. Freelancers working through a personal service company should independently assess IR35 status; the contract's characterisation is a factor but not decisive.

Questions about freelance agreement

Frequently asked questions

How does IR35 affect this contract?
IR35 (the off-payroll working rules) can apply where a contractor supplies services through their own limited company but the working arrangement resembles employment. Since April 2021 the end client (if medium or large) is responsible for determining status. This contract confirms independent contractor status, but the reality of the working relationship — control, substitution, mutuality of obligation — is what HMRC assesses. Take the CEST tool output and status determination statement seriously.
When does IP transfer to the client?
Under this template, IP in deliverables created specifically for the client transfers on full payment of the fees for that deliverable. This gives the freelancer a commercial lever if invoices go unpaid. Pre-existing know-how, tools, templates and methodologies stay with the freelancer — this is important because freelancers typically reuse code libraries, design systems and process frameworks across clients.
What happens if the client pays late?
Under the Late Payment of Commercial Debts (Interest) Act 1998, statutory interest of 8% above the Bank of England base rate applies to overdue commercial invoices, along with a fixed compensation sum (currently £40–£100 depending on debt size) and the right to claim reasonable recovery costs. These rights apply automatically to B2B contracts; the clause here confirms them but does not create them.
Do I need a written contract if the client already sent a purchase order?
A purchase order plus your acceptance can form a binding contract, but purchase orders rarely address IP, confidentiality, limitation of liability or termination — the terms freelancers care most about. A signed services agreement lets you set those terms explicitly rather than relying on the client's standard PO wording or falling back on default statutory rules.

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