What should a UK freelance developer contract include?

A UK freelance developer contract should name the parties, the statement of work or backlog, acceptance, environments, change control, the fee, who owns the code, IR35 working practices, a liability cap, and what happens if they cancel or pay late. Sign it before the first commit.

This page is England and Wales first. Copyright under the Copyright, Designs and Patents Act 1988 is UK-wide. Off-payroll working (IR35) is a UK tax rule. The money-claim route for an unpaid invoice is the England and Wales procedure in Client won't pay a freelance invoice.

There is no software-development-agreement template on Contracts.io. Start from a freelancer agreement or an independent contractor agreement. A site build can start from a website build. Repeat work hangs a statement of work under a services agreement. A monthly care slot sits on a retainer. Strategy-heavy work can start from a consulting agreement. If you are sharing unpublished code before the deal is signed, a mutual NDA sits next to it. Contracts for developers is the shorter audience page. What should a UK web design contract include? is the site-job sibling.

Ten blocks do the work:

The 40% deposit is an example, not a statutory rate. Write the numbers you actually use.

What goes in a freelance or contractor agreement compares templates. How to write a contract is the general checklist. This page is the developer version.

Do not email a Word file and hope v4_final is the one they signed. Both sides should edit and e-sign one shared draft.

You do, unless you assign it. CDPA 1988 s.11 makes the author the first owner of freelance copyright. An assignment is not effective unless it is in writing, signed. Paying the invoice does not move title. Assign bespoke code on full payment. Licence your libraries and tools.

CDPA 1988 s.11 is the first-owner rule. The employee exception in s.11(2) applies to employees, not to a developer on a contract for services. Commissioning a build does not move copyright. If the contract is silent, a court may find a limited implied licence for the purpose of the commission. That is not ownership. Silence is how a client takes the repo to another shop and argues they thought they had bought it.

CDPA 1988 s.90 is the assignment rule. An IP assignmentIP 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 has to be in writing, signed by you or someone signing on your behalf. A licence is permission to use the work. It is not a transfer of ownership. See IP licence vs assignmentIP licence vs assignmentAn IP assignment transfers ownership of copyright or other intellectual property. A licence is permission to use it; the author still owns it. In England and Wales there is no work-made-for-hire first-owner rule for freelancers: Copyright, Designs and Patents Act 1988 s.11. An assignment must be in writing and signed: s.90. Say which you mean, and when it happens.More in the glossary.

A US “work for hirework for hireWork for hire is a phrase, common on US-style papers, meaning the client is treated as the author and owner of the work from the start.More in the glossary” heading does not do that work in England and Wales. See work for hire. Write assignment or licence in English words.

Keep four piles:

• Bespoke code — the named deliverables. Assigned or licensed on full payment.
• Your libraries — components, CLIs, earlier starters. Licensed for this job, not assigned.
• Open-source — third-party components on their own licences. You cannot assign them.
• Working notes — spikes, discarded branches, local tools. Not included unless priced.

In a business-to-business services contract there is an implied term that you will carry out the service with reasonable care and skill — Supply of Goods and Services Act 1982 s.13. That term does not move copyright.

Example

On receipt of full payment the Developer assigns to the Client the copyright in the bespoke code of the Deliverables. Until then the Client has no licence to copy, publish, communicate or adapt them except as the Developer agrees in writing. Pre-existing materials, libraries, tools and third-party open-source components stay with the Developer or their licensors and are licensed only as part of the Deliverables.

In Plain English: they own the custom code once they have paid. They may not ship unpaid work. Your starter kit and other people’s libraries stay on their own terms.

Write that in the intellectual property assignment clause. If they ship unpaid work, see Client using your work without paying.

Keep three piles. Bespoke code is assigned or licensed on full payment. Your pre-existing libraries and tools stay yours and are licensed for this job. Open-source components stay on their own licences — disclose them. You cannot assign a licence you do not own.

A working third-party clause answers four things:

• What. Named libraries you wrote earlier, a starter kit, third-party packages the job needs.
• Who owns the licence. Your code stays yours. Open-source stays on the terms the authors published. The client does not buy those copyrights by paying you.
• What you disclose. A list of third-party components and the licence each one already carries. Do not invent a licence name. Copy the name from the package.
• What you warrant. That you will not drop in material you have no right to use. Not that an upstream package will stay compatible forever.

CDPA 1988 s.90 is the rule for your copyright. It does not move a third-party open-source licence. Keep those as pre-existing materials or as third-party licences, not as assigned finals.

If you are sharing an unpublished repo before the deal is signed, a mutual NDA sits next to the build paper.

Example

Pre-existing materials, libraries and tools remain with the Developer and are licensed to the Client only as needed to use the Deliverables. Third-party open-source components remain on their own licences. The Developer shall disclose those components and the licence each already carries. The Developer does not assign those licences. The Developer warrants that, to the Developer’s knowledge, the Deliverables do not include third-party material that the Developer introduced without a right to do so.

In Plain English: they get a licence to use your kit in this product. They do not buy your toolkit. Open-source stays on the licence it already has. You say what you used.

Write a statement of work or a named backlog, what “done” looks like, which environments you deliver into, and how a change is priced. “A product” is not a list. Extra epics are change control, not a courtesy. Sign the SOW before the first commit.

A working scope answers five things:

• The list. Named epics, stories or a backlog freeze date. A checkout is not a marketplace. An API is not an admin UI.
• Acceptance. Written tests, a demo on staging, a defect window. A defect is a failure to match the SOW. “We have a new idea” is a change.
• Environments. Who hosts dev, staging and production. Who holds the cloud accounts. Who may promote to production.
• What is out. A second app, paid ads, content, ongoing on-call — unless they are on the in-list.
• Change control. A new epic is quoted and signed first. See Client keeps adding extra work and change control.

A revision limitrevision limitA revision limit says how many rounds of changes are included in the fee before extra work is quoted.More in the glossary polishes an agreed screen. It is not a second product at no fee.

If the contract says variations must be in writing and signed, a Slack yes does not rewrite the job. Rock Advertising Ltd v MWB Business Exchange Centres Ltd [2018] UKSC 24 gives effect to that clause.

Example

Deliverables are the items in Schedule 1. The Developer will give notice that a Deliverable is ready on the staging environment. The Client shall test it within 10 working days and either accept it in writing or list defects against Schedule 1. Silence after that period counts as acceptance. Further work, extra epics, or work outside Schedule 1 are quoted and agreed in writing before work starts. The Developer delivers to staging. Promotion to production is the Client’s step unless Schedule 1 says otherwise.

In Plain English: they get the named backlog. Ten working days to poke staging. If they say nothing, it is accepted. A new epic is a new fee. They press the production button unless you priced that too.

Repeat clients often sit under a services agreement plus a statement of work per job. A marketing site can start from a website build.

Day-rate pays for time. Fixed-price and milestonesmilestoneA milestone is a defined point in a project, often tied to a deliverable and a payment.More in the glossary pay for named outcomes. There is no default UK right to keep a deposit or charge a kill fee — both sides have to agree the sums. Write a deposit before work starts. For a business client the charge must not be a penalty.

Pick one fee shape and write it:

A deposit of 30–50% on signature, with work paused until it lands, is the usual freelance shape. A kill fee sits next to it: work done plus a named share of the remaining fee if they cancel for convenience. See cancellation and kill fee and payment terms.

For a business client, an agreed cancellation charge that is really a sum on breach must not be a penalty. Cavendish Square Holding v Makdessi [2015] UKSC 67 asks whether a secondary obligation imposes a detriment out of all proportion to a legitimate interest in performance. Tie the figure to time held, costs committed and other work turned down. A flat 100% from the day they sign, with no link to those interests, is the shape that looks like punishment.

The longer split is Client cancelled: can you keep the deposit?.

Example

The Client will pay 40% of the Fee on signature and the balance on acceptance of the Deliverables. The Developer will not start until the first sum is received. If the Client cancels for convenience after work has started, the Client shall pay for work done to date and a cancellation fee of 25% of the remaining Fee. Sums already paid are credited to that total. Intellectual property in work not fully paid for stays with the Developer.

In Plain English: 40% lands before you start. If they call it off once you are working, they pay for what is done plus a quarter of what is left. They do not own unpaid code.

Those percentages are examples, not a statutory rate. For a day-rate job, write the rate, the minimum days, and that cancelled days already held in the diary still fall due if you turned other work down.

Write a short due date, a right to pause if an invoice is overdue, and that no licence or assignment bites until payment in full. For a UK business client, statutory interest on late commercial payment is 8% above Bank of England base rate, plus a fixed recovery sum. We do not print the current base rate.

Payment terms should name:

• when invoices go out — on signature, on a midpoint, on acceptance
• how many days to pay — net 14 or net 30Net 30Net 30 means the client has 30 days from the invoice date to pay.More in the glossary beats an open-ended “when procurement next runs”
• a pause right if an undisputed invoice is overdue, including a right not to promote to production
• that copyright, or any licence to use the work, passes only on full payment

For a qualifying business-to-business debt, the Late Payment of Commercial Debts (Interest) Act 1998 sets statutory interest. GOV.UK on late commercial payments states the rate as 8% plus the Bank of England base rate. Once that interest runs, a fixed recovery sum is also due: £40 under £1,000, £70 from £1,000 to under £10,000, and £100 at £10,000 or more, plus any reasonable recovery costs not met by that sum. See late payment interest. The 1998 Act does not apply to a consumer client.

A contract rate, if you name one, is the rate you point to instead of the statutory rate. Do not invent a figure that has no link to the statute or to the paper.

Example

Each undisputed invoice is due within 14 days of its date. The Developer may pause work, and is not obliged to hand over production access, while any undisputed invoice is more than 7 days overdue. Copyright and any licence to use the Deliverables pass to the Client only on payment in full. Until then the Client has no right to copy, publish, communicate or adapt the Deliverables.

In Plain English: they have two weeks to pay. After a week late, work stops and production stays closed. They do not own the code, and they may not ship it, until they have paid.

The chase sequence — written demand, letter before action, money claim — is Client won't pay a freelance invoice.

No label decides the tax. From 6 April 2021, public authorities and medium or large clients must give a status determination statement. Small private-sector clients leave that decision with your company. Write autonomy, genuine substitution and mutuality so they match how you actually work.

The off-payroll working rules sit in ITEPA 2003. From 6 April 2021, where services are provided through an intermediary to a public authority or a medium or large client with a UK connection, the client must give a status determination statement. That statement must say whether the worker would be an employee if engaged directly, explain the reasons, and be reached with reasonable care.

Where services are provided through an intermediary to a person who is not a public authority and who qualifies as small for the tax year, Chapter 8 applies. A company qualifies as small for a tax year if the small companies regime in the Companies Act 2006 applies to its last financial year that is relevant to that tax year. The worker’s company then decides status.

What the contract can still do is describe the working relationship accurately:

• Autonomy. You decide how to deliver the agreed outcome. The client sets the outcome, deadlines and reasonable site rules, not day-to-day methods.
• Genuine substitution. You may send a suitably qualified substitute, paid by you. An unlimited client veto makes the right look unreal.
• Mutuality. Each statement of work is a separate engagement. Neither side is obliged to offer or accept further work when an engagement ends.

HMRC looks at the contract and the working practices together. A substitution clause the client would never allow in practice will not carry the status. Put substitution in the assignment and subcontracting clause of an independent contractor agreement or freelancer agreement, not in a side email.

The longer checklist — Chapter 8 and Chapter 10, the status determination statement, and outside-friendly wording — is IR35 contract clauses checklist. This page does not invent wording beyond that.

Example

The Developer decides how to deliver the agreed outcome. The Client may set the outcome, deadlines and reasonable access rules, not day-to-day methods. The Developer may send a suitably qualified substitute, paid by the Developer. Each statement of work is a separate engagement. Neither side is obliged to offer or accept further work when an engagement ends.

In Plain English: you run the how. They buy the what. You can send someone else who can do the job. This SOW is this SOW — not a promise of next month.

Cap liability at a multiple of the fees. In England and Wales you cannot exclude liability for death or personal injury caused by negligence. If you access personal data on the client’s systems, the processing needs a binding processor contract. See the longer liability guide.

A working limitation of liability names:

• the cap — often the fees paid under the SOW, or a named multiple
• what stays unlimited — death or personal injury caused by negligence cannot be excluded or restricted (Unfair Contract Terms Act 1977 s.2). Other negligence liability can be limited only so far as the term is reasonable
• whether an indemnity sits inside the cap or punches through it

The longer page is How a freelancer caps liability.

If you process personal data for the client — production databases, user exports, support access — UK GDPR Article 28(3) requires a contract that is binding on you as processor. It must set out the subject-matter and duration of the processing, the nature and purpose, the type of personal data and categories of data subjects, and the processor terms in Article 28(3)(a)–(h). See data protection. Do not pretend a one-line “you will comply with data protection law” is that contract.

In a business services contract there is also an implied termimplied termsImplied terms are obligations the law reads into a contract even when the parties did not write them down. In England and Wales they come from statute — for business services, reasonable care and skill under the Supply of Goods and Services Act 1982 s.13 — or from common law where a term is necessary for business efficacy.More in the glossary that you will carry out the service with reasonable care and skill — Supply of Goods and Services Act 1982 s.13. A cap sits next to that term. It does not delete it.

Example

The Developer’s total liability under this agreement is limited to the fees paid under the relevant statement of work. Nothing in this agreement limits liability for death or personal injury caused by negligence. Where the Developer processes personal data for the Client, that processing is governed by the processor terms in Schedule 2.

In Plain English: if it goes wrong, you are on the hook up to the fees for that job. You cannot contract out of killing someone by carelessness. If you touch their users’ data, write the processor paper, not a vibe.

Name who gets access, to which repos and cloud accounts, on what privilege, and when access ends. Use named accounts, not a shared password. On ending, you hand credentials back and they revoke yours. Write that as practice, not as a criminal-statute clause.

A working access clause answers five things:

• What. Git hosts, cloud consoles, CI, error trackers, analytics, domain DNS.
• Who. Named people, on named accounts. No shared root password in a Slack DM.
• Privilege. Least privilege for the job. Production write access only if the SOW says you promote.
• Secrets. Where deploy keys and tokens live. Who rotates them.
• Ending. You return or destroy credentials. They revoke your access on the end date, or on a material breachmaterial breachA material breach is a serious failure to do what the contract requires, not a minor slip. In England and Wales the phrase is usually a contractual label: the termination clause says a material breach that is not cured in a set time lets the other side end the deal.More in the glossary.

Do not hold production keys as a hostage for an unpaid invoice. The pause right and the IP line already do that work: no assignment, and no duty to promote, while an undisputed invoice is overdue. A lockout fight is how a small debt becomes a bigger dispute.

If you are sharing an unpublished repo before the deal is signed, put a mutual NDA next to the access list.

Example

The Client will grant the Developer access to the repositories and cloud accounts listed in Schedule 1, on named accounts and at the privilege set out there. The Developer will not share those credentials. On ending, or on the Client’s written request, the Developer will return or destroy credentials in the Developer’s control, and the Client will revoke the Developer’s access.

In Plain English: they let you in on a named login. You do not pass the keys around. When it ends, you give the keys back and they lock the door.

Only if the contract says so. An assignment of the code does not, by itself, give you a right to put the product on your site. Write a licence back: named channels, whether you may name the client, and whether confidential work stays off the portfolio until they launch.

A working portfolio clause answers four things:

• Where. Your website, social, printed showreel, talks.
• What. The public product, not unpublished branches or the rejected architecture.
• When. After launch, or after a named embargo.
• Credit. Whether you name the client, and whether they name you. Credit for code is a contractual promise.

See publicity and portfolio use. If the job is confidential — an unlaunched product, a build still in stealth — write that the licence starts on their public launch, or on written consent. Silence is how a case study goes live the week before their announcement.

Example

The Developer may reproduce the public product in the Developer’s portfolio and on the Developer’s website and social channels, and may name the Client as the commissioner, after launch, or earlier with the Client’s written consent. This licence does not extend to unpublished branches, staging URLs or confidential informationconfidentialityConfidentiality is a promise to keep shared information private and to use it only for the agreed purpose.More in the glossary.

In Plain English: once it is public, you may show the live product and name them. You may not show the routes they killed, or leak the launch.

If they refuse any portfolio use, that is a price issue. Get that in the paper before you start.

The job ends when the named deliverables are accepted, or when notice runs out. Hand over repos, credentials and docs. Unpaid code stays yours. After that, support sits on a retainerretainerA retainer is an arrangement where a client pays a regular fee to secure a set amount of time or ongoing access to a supplier.More in the glossary, or it sits with the client. Do not leave “we will keep an eye on it” as an open promise.

A working handoff answers five things:

• When the build ends. Acceptance on staging, or a named end date.
• What moves. Repos, cloud admin, CI, DNS, third-party logins, runbooks.
• What stays. Your local tools, unused spikes, libraries you did not assign.
• The warrantywarrantyA warranty is a promise that something is true, such as “this work is original” or “we have the right to grant this licence.”More in the glossary. Defects against the SOW for a named number of days. That is a contractual window, not a statutory add-on to CDPA.
• The retainer. Hours per month, response times, whether unused hours roll, how it ends. See retainer.

If they want you on call after launch and there is no retainer, that is a new job. How to end a freelance contract is the longer ending page.

Example

The engagement ends on acceptance of the Deliverables, or on the notice in Schedule 1. The Developer will hand over the repositories, cloud administrator access, CI, DNS records and third-party logins listed in Schedule 1. Defects against Schedule 1 reported within 30 days of acceptance are fixed at no charge. Hosting, on-call and further changes after that window are a separate retainer, or are quoted as extra work. Intellectual property in work not fully paid for stays with the Developer.

In Plain English: you ship, you hand over the keys, you fix real bugs for a month. After that they pay for care, or they run it themselves. Unpaid code stays yours.

On Contracts.io both sides draft, negotiate and e-signe-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 one shared developer agreement, so the SOW, the IP line and the kill fee are the version you both signed. Describe the job in a sentence. Lex, our AI host, drafts. You share one link. Nobody emails v4_final.docx back and forth.

The client opens that link. They can Accept, Counter or Decline on the same version, then both of you e-sign it. The other side never pays and does not need an account.

Start from a freelancer agreement or an independent contractor agreement. A site build can start from a website build. Repeat work can hang a statement of work under a services agreement. After launch, a retainer covers care. You can also start from the AI contract generator or the contract generator. If you are sharing unpublished code before the deal is signed, the NDA generator or a mutual NDA sits next to it.

That does not issue an IR35 status determination for the client. It does mean the statement of work, the IP assignment or licence, the deposit, the kill fee and the liability cap are the words you both signed, not a line lost in email.

Free £0, then paid plans from £15 a month — see /pricing.

Try it on contracts.io: describe the build in one sentence, share one link, and e-sign before the first commit.

Contracts for developers is the wider set of terms that sit around this paper. Contracts for web designers is the site sibling. IR35 contract clauses checklist is the status page. Should I start work before the contract is signed? is the day-one rule.