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Good business practice is absolutely necessary for success in any business, including freelance web design. This guide will walk you through the best practices when negotiating and drafting your freelance design contract, including project proposals, invoicing and collecting delinquent payment. The guide will continue with sample contracts, templates and documents, and finish with concrete examples of how to apply the provided forms in a real-life situation.
This guide does not take the position of a one-size-fits-all approach to writing freelance design contracts and documents. However, this guide does assume that the order of events to reaching the contract stage for each client is similar. The basic theory is that a client or potential client will contact you and provide details of a project they need completed, then you will provide a price quote, time estimate and any terms & conditions, both of you will agree, you’ll do your work and get paid. The events may be the same, but the difference is in the detail of the documents you create for the client.
Before we get started, it is a good idea to define what a contract is to a business. A contract is a social document. It helps define a business relationship between you and your client. A business relationship is defined by things such as project scope, budgets, timelines, conditions and requirements, i.e. the terms of a contract. However what is on the page is just as important as what is off the page.
Also know that you have a personal relationship with your clients shown by goodwill and good business practices that are in everyone’s best interest. A successful project provides understanding and empathy towards client's needs and circumstances and designing to those needs – which is far more than anything that can be outlined in a contract.
Even the best contract cannot cover every last scenario, and nothing can substitute for good personal relationship with your client. A well crafted contract drawn from a mutually beneficial perspective can prevent problems by providing you and your client with needed reassurances and defined expectations. Mutual respect is the heart of a good personal relationship, business relationship, and a good contract.
In addition, having a contract also helps you to not get screwed. "F*uck You. Pay Me." to quote Mike Monteiro's informative video. A proper contract gives you something concrete and binding if you need to get tough with a client.
It is useful to ask: Legally, what is a contract? Simply, a contract is an agreement which creates a legally enforceable obligation between the parties. Each party must give something of value to the other party. This exchange is called consideration and can include money, rights, or anything of value. Contracts can take many forms: from 20 page tomes, to scribbles on a napkin, to oral contracts.
Though this guide heavily favors written contracts, oral contracts are worth mentioning. Oral contracts are legally binding contracts. Notice how the above description of a legal contract does not mention writing. However, not every contract can be oral. Contract that must take over a year to complete or a contract to transfer exclusive copyright must be in writing, to name a few.
Your oral contract may be valid, a written contract is always best. Even if you have the utmost trust in your client, and you’re their favorite designer, memories fail. The best minds can forget what terms were spoken or if a particular point was covered. Likewise, disputes are much more likely when a contract is oral rather than written.
If you are having trouble with a client, don’t give up just because your contract is an oral one. However, enforcing oral contracts is outside the scope of this guide. Talk to you attorney for advice.
Not all designers use contracts. According to an AIGA poll only 48 percent of designers polled use a contract for every project. There is no practical reason why some form of contract is not being used for every job. This guide's view that there is no one-size-fits-all approach to writing web design contracts and documents, because designers don’t need a one-size-fits all approach. Those that use contracts for every project, the length and detail of the contract depends on the scale of the project. Large jobs get longer detailed contracts, and small jobs get a letter of agreement or an email stating key terms (scope, price, deadline, etc.) Nearly everyone agreed that a formal written agreement is valuable and absolutely essential in new client relationships.
This guide recognizes that not every client will appreciate a complete, well-drafted contract. A full set of terms and conditions over multiple pages can be daunting to both you or your client. The more informal approach of a letter signed by both parties can be used. Often called a “Letter of Agreement”, this contract is a short description of the project, schedule, fees and relevant terms and conditions in an informal letter format on the designers letterhead. Terms and Conditions usually describe only essential requirements like copyright, right to revisions, payment terms, kill fees and miscellaneous legal terms. A more detailed description of drafting and using a Letter of Agreement appears later in this guide.
The contract most preferred by this guide is a Project Proposal with attached Terms and Conditions. A project proposal is a detailed project document that defines the scope of work, the design process, the schedule, and the total price. The designer provides a recommended course of action for the client to consider. Changes and negotiations to project specifications and terms and conditions are expected. The final goal is to have one comprehensive document that, when accompanied by an appropriate set of terms and conditions and signed by both parties, serves as your contract for the project. A more detailed description of drafting and using a Project Proposal with Terms and Conditions appears later in this guide.
No matter which form of contract you choose, Letter of Agreement or Project Proposal with Terms and Conditions, each can be tailored to the needs of you and your client. Format, length, detail and appropriate terms and conditions are up to you.
All contracts, whether your contract, contracts in this guide, or some-one else's contract can be changed. Any provision in a contract can be removed or any provision added. At the same time, knowing why a provision is included and what it accomplishes helps you define your business process and helps you negotiate.
Every contract requires negotiation whether it be as simple such as determining the scope of work or more complicated copyright issues. Negotiation does not need to be a fight. When both parties have something valuable to offer, both parties can be winners. Your best tool in negotiation is knowing what is absolutely essential and what can be compromised.
This guide provides many examples and explanations of common contract clauses to help you improve your negotiation position and to craft a contract that suits your needs.
Often a designer will not be able to meet the client in person to sign the contract. Note that a contract must be signed by a person with the authority to do so. If you are dealing with a company, be sure to include the name of the company and the name and title of the individual with authority to sign the contract. It is a good idea to have your client sign the contract first. Send two copies of the contract to your client to sign and return to you. Then sign both copies and return one copy to the client. Because you are the last one to sign, you have the advantage of deciding whether or not to sign and make the contract binding.
Another option is to send signed copies of your contract to your client to sign and return. This puts you at a disadvantage by allowing the client to delay signing and potentially hold up your work on the project. If you send a pre-signed contract to a client you may revoke the contract any time before the client signs. You can also provide an expiration clause that gives the client a deadline in which to sign.
This guide contains form and example documents essential to any web design business. The available documents are listed below.
Use for quick jobs or where a client wouldn't like a long contract.
Explains project essentials such as scope, milestones, timeline and fees. Use with either the Full Terms & Conditions or Condensed Terms & Conditions.
Protect yourself the best you can using a comprehensive set of terms and conditions. Use with the Project Proposal.
Where you need brevity and protection, use this condensed set of terms and conditions. Use with the Project Proposal.
You can't get paid unless you send a bill. Send an invoice and get paid.
Have slow or absent-minded clients? Send them a friendly reminder that you enjoy being paid.
Client still not cooperating? Send them a firmly worded letter showing that you mean business.
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