What do I do if a client won't sign the contract?

Pause. A client who will not sign has not agreed the deal. Do not start the work, book non-refundable costs, or send source files on the hope that they will sign later. Ask, in one short email, what they disagree with and whether they want to propose a change on the same draft.

Three different situations get lumped into “they won’t sign”:

• they are editing the words — that is a redlineredlineA redline is a proposed edit on a draft contract — words added, struck out or rewritten — not a signed change.More in the glossary, not a refusal. See Your client redlined your contract
• they have not opened the document — chase the link, not a new file
• they will not agree a named term, such as a depositdepositA deposit is money paid up front, before the main work or the final invoice.More in the glossary, a due date, or IP on payment

Only the last one is a true no. The first two are process. The third is a commercial decision: change the clause, or walk away.

Do not treat silence as consent. In many cases starting the work can still form a contract from emails and performance. Check local law. What it will not give you is a signed due date or an ownership line you can quote. Should I start work before the contract is signed? is the companion page.

Most delays are not a legal theory. They are inbox, procurement, or a term they do not like and have not said out loud.

Common causes:

• the document is a PDF they cannot edit, so it sits
• their lawyer wants Word, and you have been emailing v3_final
• the payment terms ask for a deposit or net 14Net 30Net 30 means the client has 30 days from the invoice date to pay.More in the glossary and their policy is net 60Net 60Net 60 means the client has 60 days from the invoice date to pay.More in the glossary
• IP transfersIP assignmentAn IP assignment is a transfer of ownership in the work, so the client owns it instead of the person who made it.More in the glossary only on payment, and they want the files on delivery
• nobody on their side is sure they are allowed to sign

Ask a closed question: “Which clause do you want to change?” A vague “legal are looking at it” can run for weeks. Put a date on your own offer — the draft stays open until Friday, then you will need to re-price or release the slot.

If they send their own paper instead, read it as a counter, not as a reason to throw yours away. The redline guide covers the usual swaps: net 30 to net 60, late feelate feeA late fee is an extra charge, or interest, added when an invoice is not paid by the due date.More in the glossary removed, IP on delivery. You can still say no.

Say no to the start, yes to a fast signature. “We’ll sign it once the project is underway” is how unpaid invoices and ownership fights begin. If the date is genuinely fixed, shorten the paper rather than skipping it.

A one-page statement of work with names, scope, fee, due date and an ownership line is enough to start most jobs. You can hang a fuller freelancer agreement or services agreement off the same link afterwards. How to write a contract is the longer checklist.

If they have already transferred a deposit, write that deposit into the draft before you treat it as booked. Money in the account without terms is not a cancellation clause. See Client cancelled: can you keep the deposit?.

Electronic signing removes the “I’m not in the office” delay for most ordinary contracts. In England and Wales an electronic signaturee-signatureAn e-signature is any electronic way of showing agreement to a document, such as a typed name, a drawn signature or a click.More in the glossary is admissible in evidence, and the Law Commission concluded it can execute a document where the signer intends to authenticate it. In the US, the federal ESIGN Act says a signature may not be denied legal effect solely because it is electronic. DeedsdeedA deed is a formal written document that meets special signing rules, commonly used where one side gives nothing in return.More in the glossary still have extra formalities. See Is an electronic signature legally binding?.

Keep it factual and short. Name the draft, the start date you are holding, and the two or three terms you will not drop. Offer one link, not an attachment.

A working chase covers:

• the job, in one sentence
• the start date you can still meet
• the link to the current version
• the clauses you need agreed: fee, due date, ownership
• a date when the offer lapses if they have not signed

Do not mix a settlement tone into an open email. You are asking them to sign, not offering a discount to end a dispute.

If they reply with edits, put the edits on the same version. Accept, Counter or Decline on one link beats a parallel Word file. If they reply with “just invoice us”, that is not a signature. An invoice is a request for money. It does not fix scope or IP.

If they never reply, stop holding the slot. You are not owed an explanation. You are owed a signed deal or a free diary.

Walk away when the unsigned term is one you actually need, and they will not move. A missing deposit on a week-long job may be fine. A missing ownership line on a logo, or no due date on a three-month build, is not.

Hard nos that are usually worth keeping:

• rights that pass only on full payment, for creative work
• a named due date, not “when procurement next runs”
• a right to pause if an invoice is overdue
• a written change for extra scope — see Client keeps adding extra work

If they will sign everything except a liability capliability capA liability cap is the maximum amount one party can be asked to pay the other under a contract.More in the glossary, that is a different page: How should a freelancer limit liability?. If they sign and then do not pay, that is Client won't pay a freelance invoice.

Walking away is cheaper than a job with no paper. The next client can sign the same draft in an afternoon.

On Contracts.io the stall is visible. Both sides work on one shared contract. The client opens a link, does not need an account, and can Accept, Counter or Decline. You see whether they have opened it, proposed a change, or simply not touched it. Nobody is waiting on v4_final.docx in the wrong inbox.

Describe the job in a sentence. Lex drafts. You send one link. When they do sign, both of you e-sign one frozen version. The other side never pays.

That does not force a signature. It does remove the usual excuses: the file they could not edit, the version they could not find, the account they did not want to create. Start from the AI contract generator or a freelancer agreement. Free £0, then paid plans from £15 a month — see /pricing.

Try it on contracts.io: put the unsigned draft on one link and ask them to counter or sign, not to “look at it later.”