Clause library
Cancellation and kill fee clause, explained
A cancellation and kill feeA kill fee is a payment due to a creator or supplier when a client cancels a project before it is finished.More in the glossary clause says what the client pays if it calls off a freelance or creative job for convenience, and who owns the unused work.
Last updated 28 October 2026
What does a cancellation and kill-fee clause do?
A kill fee is the sum due when a client cancels a commission part way through. There is no default UK right to one: it has to be agreed. For a business client, a sum that bites on breach is tested as a penalty under Cavendish. For a consumer, a 14-day right can apply. We write the scale together.
Is there a default kill fee if the client cancels?
No. A kill fee exists only if both sides agreed it — in the contract, an accepted proposal, or a clear email that names the amount. Without that, you can still charge for work they asked you to do. You cannot invent a right to keep money never described as a depositA deposit is money paid up front, before the main work or the final invoice.More in the glossary or kill fee. See our cancellation guide.
When is a cancellation charge a penalty?
If the sum is a secondary obligation that bites on breach, Cavendish Square Holding BV v Talal El Makdessi [2015] UKSC 67 asks whether it is out of all proportion to a legitimate interest in performance. A genuine termination for convenience price is often a primary obligation — the price of a right to cancel. Write which you mean.
How do consumer bookings differ?
A private individual buying wholly or mainly outside their trade is a consumer. Distance and off-premises service contracts can carry a 14-day cancellation right. A couple booking a wedding film is usually a consumer; a brand booking a campaign is not. The videography contract walks through that split. Do not paste a business kill fee onto a consumer booking.
Does a kill fee include ownership of the work?
Not unless the contract says so. A kill fee pays for the cancellation. Intellectual property in unpaid work is a separate sentence. The usual line is that rights pass only on full payment of the original fee, so unused frames or drafts stay with the supplier. If the client wants those files, price them.
Example wording
Example · our own drafting
If the Client cancels the Services for convenience, the Client will pay a kill fee of [25%] of the Fees if cancellation is before the first Deliverable, or [50%] after the first Deliverable is delivered, or Fees for work already performed if higher, plus committed third-party costs. Intellectual property in work not fully paid for stays with the Supplier. The Deposit is credited towards that sum.
In Plain English
If the client calls off the job without a breach, they pay 25% if nothing has been delivered yet, or 50% once the first delivery is in, or the value of the work already done if that is more, plus costs already committed. They do not own the unused work unless they have paid for those rights. Any deposit counts towards the kill fee.
What should you watch for?
| Point | Watch for | Push for |
|---|---|---|
| Right to cancel | Termination for convenience with no money attached. | A kill fee or payment for work done, written before anyone cancels. |
| Scale | A flat 100% from the day they sign. | A sliding scale that rises as time is held and costs are committed. |
| Deposit | A ‘deposit’ that never says it is kept on cancellation. | Whether the deposit is the kill fee, a minimum, or refundable. |
| Ownership | Assuming a kill fee buys the unused files. | A separate IP sentence: unpaid work stays with the supplier. |
| Client type | The same clause for a brand and for a couple booking a wedding. | A business scale for companies; a consumer-fair term for private clients. |
Which contracts include it?
Lex includes this clause in, among others:
- Freelancer agreement
- Videography contract
- Graphic design contract
What does the law say?
A clause is an unenforceable penalty if it is a secondary obligation that imposes a detriment on the contract-breaker out of all proportion to any legitimate interest of the innocent party in the enforcement of the primary obligation.
Source: Cavendish Square Holding BV v Talal El Makdessi, [2015] UKSC 67Checked 28 October 2026Pending lawyer review
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Frequently asked questions
What is a cancellation and kill-fee clause?
It says what the client pays if it cancels a job for convenience, whether a deposit is kept, and who owns unused work. A kill fee exists only if you agreed it.
Is there a default kill fee in UK law?
No. You can still charge for work they asked you to do. You cannot invent a kill fee after they cancel. Write it into the freelancer agreement before you start.
Is a deposit the same as a kill fee?
Only if the contract says the deposit is kept on cancellation. A deposit is money paid up front; a kill fee is the sum due if they cancel. Say whether one is credited to the other.
Can a kill fee be an unenforceable penalty?
A sum that is really payable on breach is a penalty if it is out of all proportion to a legitimate interest in performance (Cavendish [2015] UKSC 67). A genuine price for a right to cancel is analysed differently. Tie the figure to time held and costs committed.
Does the client own the work if they paid a kill fee?
Not unless the contract says so. A kill fee pays for the cancellation. Ownership of unpaid work is a separate sentence. See /clauses/intellectual-property-assignmentAssignment is the transfer of rights under a contract to someone else, such as the right to be paid. In England and Wales a legal assignment of a debt must be in writing, absolute, and notified, under the Law of Property Act 1925 s.136. Duties do not pass by assignment; moving duties takes a novation.More in the glossary.
Sources
- Cavendish Square Holding BV v Talal El Makdessi, [2015] UKSC 67Checked 28 October 2026Pending lawyer review
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The legal wording governsLast reviewed 28 October 2026Pending lawyer review