Free UK Freelance Contract
Template
A professional freelance services contract governed by the law of England & Wales, Scotland or Northern Ireland. Covers IR35 / off-payroll working, Late Payment of Commercial Debts (Interest) Act 1998, IP assignment under the Copyright, Designs and Patents Act 1988, and UK GDPR. No signup required.
- No signup required
- Free forever
- Reviewed June 2026
- IR35 & Late Payment Act clauses included
Branding (optional)
1 — Freelancer
2 — Client
3 — Project & Scope
4 — Fees & Payment
5 — Revisions
6 — Governing Law
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Freelance Services Contract (UK)
Date: enter date above
1. Agreement Parties
Freelancer: Freelancer name, Freelancer address
Client: Client name, Client address
2. Scope of Work
Project: project description
Deadline: delivery date
In scope:
- In-scope item 1
- In-scope item 2
- In-scope item 3
Out of scope:
- Out-of-scope item 1
- Out-of-scope item 2
Any work outside the agreed scope requires a written change order signed by both parties before work begins.
3. Fees, Payment Schedule and Late Payment
Fee: Fixed project fee — GBP (£) amount
Payment schedule: payment schedule
Invoice to: invoice email
Invoices unpaid after 30 days carry statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 at 8% per annum above the Bank of England base rate, plus the applicable fixed debt recovery charge. The Freelancer reserves the right to suspend work on overdue accounts. All deliverables remain the Freelancer's property until the invoice is paid in full.
4. Revision Policy
The project fee includes 2 round(s) of revisions. One round = one consolidated set of changes submitted after each deliverable. Additional rounds are billed at GBP (£) rate/hr. Requests that substantially alter the original brief are treated as a scope change and will be quoted separately.
5. Kill Fee
If the Client cancels after work has begun: 25% of total fee if cancelled before any work starts; 50% once work is underway; 100% once more than 75% of the project is complete. Kill fee invoices are due within 14 days and carry Late Payment Act interest if unpaid.
6. Intellectual Property
Pursuant to section 11 of the Copyright, Designs and Patents Act 1988, copyright in all works created by the Freelancer vests initially in the Freelancer. Upon receipt of full payment, the Freelancer assigns to the Client by way of present and future assignment all intellectual property rights in the final deliverables. Until full payment is received, no rights are transferred and the Client may not use, publish, or commercialise any deliverable. Pre-existing IP (code libraries, frameworks, design systems) remains the Freelancer's property, licensed to the Client on a perpetual, royalty-free basis for use within the deliverables only.
7. IR35 / Off-Payroll Working
The parties intend that this engagement falls outside the off-payroll working rules in Chapters 8 and 10 of the Income Tax (Earnings and Pensions) Act 2003. The Freelancer is an independent contractor who: (a) controls how and when services are performed; (b) uses their own equipment; (c) may work for other clients simultaneously; and (d) bears financial risk. Where the Client is a medium or large company as defined in the Companies Act 2006, the Client shall issue a Status Determination Statement before services commence. The Freelancer is solely responsible for their own HMRC tax obligations.
8. UK GDPR & Confidentiality
Each party will keep the other's confidential business information strictly confidential. Neither party may input confidential information into third-party AI systems without prior written consent. To the extent confidential information includes personal data under the UK General Data Protection Regulation and Data Protection Act 2018, it shall be processed only for the purpose of this Agreement and handled in compliance with applicable UK data protection law. This obligation survives termination for 2 years.
9. Termination
Either party may terminate this Agreement with 14 days' written notice. On termination, all completed work is delivered to the Client and services rendered to date are invoiced and paid. The kill fee clause (Clause 5) applies to client-initiated terminations. Clauses 6, 7, and 8 survive termination.
10. Governing Law & Jurisdiction
Aggregate liability is capped at the fees paid in the 3 months preceding the claim. Neither party is liable for indirect or consequential loss.
Governing law: England and Wales. The courts of England and Wales shall have exclusive jurisdiction.
This Agreement constitutes the entire agreement between the parties. Any amendments must be in writing and signed by both parties.
Client
Signature
Print name: _______________
Title: _______________
Date: _________________
Freelancer
Signature
Print name: _______________
Title: _______________
Date: _________________
Template preview
Parties
1. Agreement Parties
This Freelance Services Contract is entered into on [Date] between [Freelancer Full Name], trading as [Trading Name / Company], [Address] ("Freelancer"), and [Client Name / Company] (Companies House No. [if applicable]), [Registered Address] ("Client").
Scope of Work
2. Scope of Work
The Freelancer agrees to deliver the following services: [Project description] by [Deadline].
✓ Included in this contract
✗ Not included (out of scope)
Fees & Late Payment
3. Fees, Payment Schedule and Late Payment
Fee: [Fee structure] — [Currency + Amount]
Payment schedule: [e.g. 50% deposit on signing, 50% on delivery]
Late payment: Invoices unpaid after 30 days carry statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 at 8% per annum above the Bank of England base rate, together with the applicable fixed debt recovery charge (£40–£100 depending on debt value). The Freelancer reserves the right to suspend all work until the overdue invoice is settled. Ownership of all deliverables remains with the Freelancer until paid in full.
Revisions
4. Revision Policy
The project fee includes [e.g. 2] rounds of revisions. A "round of revisions" means one consolidated set of changes submitted after a deliverable — not individual back-and-forth requests. Additional rounds are billed at [Currency] [Rate]/hr. Requests that substantially alter the approved brief are treated as a scope change and will be quoted separately.
📄 Download the full template — includes Kill Fee, IP Assignment (CDPA 1988), IR35 clause, UK GDPR Confidentiality and Governing Law.
Download the full UK freelance contract — free
Fill in your details above and download a ready-to-send contract governed by English or Scottish law.
What's included in this UK freelance contract
How to use this UK freelance contract template
Choose your governing law based on where you and your client are based
If both you and your client operate in England or Wales, select "England and Wales" — this gives access to the County Court, High Court and Commercial Court, which have well-established freelance and IP enforcement procedures. If both parties are based in Scotland, Scottish law and the Court of Session are appropriate — note that Scottish law uses different terminology in some areas (e.g. "interdict" instead of "injunction"). If parties are split across England and Scotland, England and Wales is the most common choice for UK commercial contracts. Northern Ireland has its own separate court system — use it only if both parties are based there.
Understand your IR35 status before signing — it affects how you are taxed
IR35 (the off-payroll working rules, Chapters 8 and 10 ITEPA 2003) determines whether HMRC treats your freelance income as employment income. If IR35 applies, the client must deduct PAYE and National Insurance before paying you, which significantly reduces your take-home pay. Since April 2021, medium and large companies must issue you a Status Determination Statement (SDS) before work begins. Small clients (turnover under £10.2 million, fewer than 50 employees) leave the determination to you. Key indicators of being outside IR35: you control how and when you work, you use your own equipment, you can send a substitute, and you take genuine financial risk. Always take independent tax advice from an accountant who specialises in IR35 if your situation is unclear — this contract clause records your intent but is not a substitute for correct tax classification.
UK law gives you statutory late payment rights — reference them on every invoice
The Late Payment of Commercial Debts (Interest) Act 1998 applies automatically to business-to-business contracts in the UK. You do not need to include it in your contract for it to apply, but referencing it signals to clients that you know your legal rights. Statutory interest runs at 8% per annum above the Bank of England base rate from the day after the payment deadline. You are also entitled to a fixed debt recovery charge (£40 for debts under £1,000; £70 for debts of £1,000–£9,999; £100 for debts of £10,000+). If a client's payment terms try to reduce these rights to something "less than substantial," the statutory terms reapply. To enforce late payment interest without going to court, simply include the interest and recovery charge on a revised invoice and send a formal letter before action.
Electronic signatures are fully valid in the UK — use Bonsai for fast e-signatures
Electronic signatures are legally valid for simple contracts in England, Wales and Scotland under the Electronic Communications Act 2000 and the Electronic Signatures Regulations 2002. You do not need wet-ink signatures on a freelance contract — a typed name, scanned signature, or e-signature platform signature is legally sufficient. For the highest evidential weight and a complete audit trail, use a qualified e-signature platform such as Bonsai, which time-stamps each signature and provides a tamper-evident signing certificate. Bonsai also handles contract storage, automated payment reminders and client onboarding — all in one tool built specifically for freelancers.
Frequently asked questions
- Yes. A freelance contract is fully legally binding in the UK once both parties have agreed to its terms and there is valid consideration — typically the client's promise to pay in exchange for the freelancer's promise to deliver services. The contract does not need to be witnessed, notarised or executed as a deed. Electronic signatures are valid under the Electronic Communications Act 2000 and the Electronic Signatures Regulations 2002. A written contract is strongly recommended over verbal agreements — it sets out the agreed scope of work, payment terms, revision policy and IP ownership, which are the four most common sources of freelance disputes in the UK. If a dispute arises, a written contract makes it far easier to prove what was agreed.
- IR35 refers to the off-payroll working rules in Chapters 8 and 10 of ITEPA 2003. These rules determine whether HMRC treats a freelance engagement as disguised employment — if so, the freelancer's income is taxed as employment income (PAYE + NI), removing the tax efficiency of operating via a limited company. Since April 2021, medium and large clients (those exceeding two of: turnover over £10.2m, balance sheet over £5.1m, 50+ employees) are responsible for determining IR35 status and must issue a Status Determination Statement before work begins. Small clients still leave this determination to the freelancer. This contract records the parties' intention to operate outside IR35, but this alone does not guarantee status — HMRC looks at the substance of the working relationship: control, substitution, mutuality of obligation, and financial risk. Always take specialist tax advice if uncertain.
- UK freelancers have strong statutory late payment rights under the Late Payment of Commercial Debts (Interest) Act 1998. If a client pays late, you are entitled to: (1) statutory interest at 8% per annum above the Bank of England base rate on the overdue amount; (2) a fixed debt recovery charge of £40 (debts under £1,000), £70 (£1,000–£9,999) or £100 (£10,000+); and (3) reasonable additional debt recovery costs. These rights apply automatically to business-to-business contracts and cannot be contracted away unless the client provides a "substantial remedy." You do not need to have these rights in your contract — they apply by statute — but referencing them on your invoices signals you are aware of your legal position, which often accelerates payment. If a client's standard terms try to extend the payment period beyond 60 days without your agreement, those terms are unenforceable under the Act.
- Not without significant modifications. A US freelance contract typically references US state law (e.g. "governed by the laws of the State of New York"), uses US-specific tax terminology (W-9, Schedule C, 1099-NEC) and handles intellectual property under the US Copyright Act, not the UK Copyright, Designs and Patents Act 1988. There is no IR35 clause, no reference to the Late Payment of Commercial Debts (Interest) Act 1998, and no UK GDPR provision. Using a US template in the UK means your contract is governed by a foreign jurisdiction, missing critical UK statutory protections, and using terminology unfamiliar to UK courts. This UK-specific template is drafted under English law, references UK statutes, uses UK legal terminology (including "solicitor" not "attorney") and gives jurisdiction to the courts of England and Wales, Scotland, or Northern Ireland as appropriate.
- You must charge VAT only if you are VAT-registered. In the UK, compulsory VAT registration is triggered when your taxable turnover exceeds £90,000 in any rolling 12-month period (as of 2024/25 — check HMRC for the current threshold). Below that threshold, VAT registration is voluntary. If you are VAT-registered, you must add VAT at 20% to most of your invoices and include your VAT registration number on all invoices. If you are not registered, you must not charge VAT. This contract template includes an optional VAT registration number field. Where VAT applies, ensure your invoice clearly states the net amount, the VAT amount, the gross total, and your VAT registration number — HMRC requires all of these for a valid VAT invoice.
- Under section 11 of the Copyright, Designs and Patents Act 1988, copyright in any work vests in the creator — the freelancer — not the client. This is the opposite of employment, where section 11(2) CDPA 1988 gives copyright to the employer for works created in the course of employment. As a freelancer, you own all copyright in work you produce unless you expressly assign it in writing. An assignment of copyright must be in writing and signed by the assignor (you) — a verbal agreement or an invoice payment alone does not transfer copyright. This contract includes an IP assignment clause: upon receipt of full payment, you assign all intellectual property rights in the final deliverables to the client. Until full payment is received, the client has no right to use, publish, reproduce or commercialise the work. Pre-existing IP you brought to the project (code libraries, design templates, frameworks) remains yours, licensed to the client for use within the deliverables only.
Bonsai handles contracts, e-signatures and automatic payment reminders — built for UK freelancers.