Do you need a contract for freelance work?

Legally, usually not. In England and Wales most freelance work doesn't need a signed document to be binding. If you offered to do the work, the client accepted and you agreed a price, you already have a contract, even if it only exists in an email thread.

What you do need is the terms written down somewhere you can prove them. Without that, the law fills the gaps with a "reasonable" price and timing, the copyright stays with you, and every disagreement turns into your word against theirs.

This covers England and Wales. Scotland and Northern Ireland differ in places.

You probably have a contract already

A contract forms when one side makes an offer, the other accepts it, something of value goes each way (your work, their money) and you both mean it to be binding. None of that needs a formal document. It can happen in an email, a message thread, on a call, or by starting the work.

The Supreme Court showed how far this goes in RTS Flexible Systems v Müller. The two companies never signed the formal contract they'd been negotiating. Work had started and the terms were agreed in correspondence, so the court held them bound.

A signature still helps with proof, and an electronic one counts as evidence.

When the law does want it in writing

There are a few exceptions, and three of them reach freelancers:

• Handing your copyright to a client. An assignment of copyright isn't effective unless it's in writing and signed by you or on your behalf. An invoice line or a verbal "they're yours" doesn't move it.
• An exclusive licence. That's where the client can use the work and nobody else can, you included. It has to be in signed writing too.
• Handling personal data for a client. If you process it on their behalf, UK GDPR says the terms between you must be in writing, and electronic form counts.

Outside these, any format works, as long as you can show it later.

What goes wrong without written terms

With nothing written down, the contract still exists, but the law decides the parts you left out. For a business client, the Supply of Goods and Services Act 1982 says that where no price was fixed, the client pays a reasonable charge, and that what's reasonable is a question of fact. In plain terms, a judge decides your rate.

Copyright is the one that surprises people. Paying doesn't move it: under the Copyright, Designs and Patents Act 1988 the author is the first owner, and a freelancer isn't the client's employee. So without a signed assignment, the legal copyright in your logo stays with you even after the client pays, though a court can still give the client ownership, as in Griggs v Evans (the Dr Martens logo). They'll usually have an implied right to use it for its purpose, but how far that stretches is decided on the facts. Our guide to assigning IP or granting a licence covers which one a client needs.

Payment has a fallback, but only with a business client. If no date was agreed, the payment is late 30 days after the client gets your invoice or you provide the service, whichever is later. From then you can claim statutory interest and a fixed compensation fee (the late payment calculator does the sums). None of that applies to a private individual.

What a minimum written agreement covers

For a small job, a clear email the client replies "agreed" to will do. For anything bigger, use a proper agreement. Either way, it should state:

• Who the two parties are, with the client's legal name if it's a company.
• Exactly what you'll deliver, and how many rounds of changes are included.
• What isn't included, and that extras are quoted separately.
• The price, any deposit, and when each payment is due.
• Who owns the copyright, and whether it passes only once you've been paid in full.
• A cap on your liability.
• How either side ends it early, the notice needed, and what's paid for work done so far.
• That the law of England and Wales applies.

Our freelance contract toolkit goes through each of these clauses, with templates.

When the client's own contract is fine

Bigger clients often send their own contract, and signing theirs is normal. It's fine when it covers the same ground fairly. Before you sign, read for:

• When you're paid, and what happens if they pay late.
• Whether the copyright moves to them on signing or only once they've paid.
• Any promise to cover their losses with no upper limit.
• Whether only they can end it, and what you're paid for work done if they do.
• Whether your agreed scope is in the document or attached to it.

Many client contracts say they're the "entire agreement" between you. The Court of Appeal has held that a clause like that stops promises made outside the document counting as terms of the contract. If your scope only lives in the emails before it, ask for it to be attached.

If their lawyer is marking up yours instead, here's what's fair to accept.

Private clients and the right to cancel

If your client is buying for themselves rather than for their business, say a couple booking a wedding photographer, they're a consumer. Extra rules then sit on top of whatever you agree.

When the work is agreed at a distance, by email, phone or online, or in person away from your business premises, the Consumer Contracts Regulations give them a right to cancel. For a service it lasts 14 days from the day the contract is made, and you have to tell them about it before they're bound. Some bookings for a set date, such as leisure services, are exempt.

Two rules catch freelancers out. You can't start work in those 14 days unless the client has expressly asked you to, and for a deal agreed in person away from your premises, that request has to be on something durable, like an email. And if you don't give the cancellation information, the cancellation period runs on for up to 12 months. A client who cancels in that time may owe you nothing for the work you did in it.

If they asked you to start early and then cancel, they pay a proportionate amount for what you've done. So with a private client, the written agreement is where the cancellation notice and their request to start both live.

Where IR35 fits

IR35 only applies if you work through your own intermediary, usually a limited company. HMRC's guidance applies it contract by contract, and counts a written, verbal or implied agreement as a contract, so having no paperwork doesn't keep you out of it. With a public body, or a medium or large private client, the client decides your status; with a small private client, your own company does. A sole trader invoicing in their own name has no intermediary, so IR35 itself doesn't reach them. The IR35 checker shows whether it applies to you.

The bottom line

You don't need a signed document for a contract to exist, and that's the catch: you've probably agreed more than you've written down. Before you start, get the scope, price, payment date, copyright and ending terms into something the client has said yes to. With a private client, add the cancellation notice. If a dispute ever comes, you'll be pointing at a document instead of trying to remember a phone call.