Your client redlined your contract: what to do

A redline is a mark on the draft: words added, words struck out, or a clause rewritten. It is a proposal. Nothing is agreed until you accept that change, or you both sign a later version that includes it.

Freelance designers and developers see the same handful of edits again and again, usually after the client’s lawyer or finance team has read the draft:

• Payment terms stretched from Net 14 or Net 30Net 30Net 30 means the client has 30 days from the invoice date to pay.More in the glossary to Net 60Net 60Net 60 means the client has 60 days from the invoice date to pay.More in the glossary.
• The late-fee or pause-work line taken out.
• Revision limits deleted, so “two rounds” becomes silence.
• IP transferring on delivery instead of on payment.

Those four changes move cashflow and risk. The rest of this guide is about reading them, deciding, and answering without starting a new email thread.

This is practical, not legal advice. The legal wording governs. If the deal is unusual or high-stakes, have a solicitor look at it — see /lawyers.

Do not accept the pack as a whole. Read it change by change.

1. Open the marked version they sent, or the share link if the draft already lives on Contracts.io.
2. List every change that touches money, timing, ownership, revisions or how the job ends.
3. Ignore tidy-ups that only rename a party or fix a typo. Those can wait.
4. Decide three buckets: accept, counter with your own wording, or decline and say why.
5. Reply on the same paper. A new Word file in email creates two versions. One link keeps one version.

If they emailed a PDF of their paper instead of editing yours, you can still start from your freelancer agreement or statement of work and put their asks in as counters, so your payment and ownership terms stay the starting point.

How to write a contract is the longer checklist if the draft is still thin.

Not every redline is a fight. Many are fair, or cheap to give if you get something back.

Often easy to accept:

• Their legal name, company number or notice address.
• Their invoice process (PO numbers, a named accounts email).
• A slightly narrower purpose on an NDA.
• A longer review window for a milestonemilestoneA milestone is a defined point in a project, often tied to a deliverable and a payment.More in the glossary, if the dates still work.

Worth a conversation, not a shrug:

• Anything that delays when you are paid.
• Anything that removes a consequence for late payment.
• Anything that makes “done” mean “until they are happy”.
• Anything that hands over the work before the invoice is paid.

A useful test: if this were the only job this month, would the change still be fine? Contracts for freelancers and contracts for developers walk through the usual shape of those deals.

Net 60 means the clock to pay is twice as long as Net 30. For a freelancer, that is often a month of rent sitting in someone else’s accounts.

Ways to counter, from light to firm:

• Keep Net 30 and say so in the reply: “I invoice on delivery; payment is due 30 days from the invoice date.”
• Split the difference: Net 45, or Net 30 for the depositdepositA deposit is money paid up front, before the main work or the final invoice.More in the glossary and Net 45 for the balance.
• Keep Net 60 only if they pay a larger deposit, for example 50% up front instead of 30%.
• Add a pause. If an invoice is unpaid 7 days after it is due, work pauses until it is paid. That is often more useful day to day than arguing about a percentage.

Write the counter as a replacement sentence, not a comment in the margin. Example:

The Client will pay each invoice within 30 days of its date. If an invoice is unpaid 7 days after it is due, the Freelancer may pause the work until it is paid.

Point them at the payment terms clause if they want the usual wording. Net 30, net 14, on receipt explains when the clock starts.

Clients often strike interest or admin fees because their policy is “we do not pay late fees.” That is a policy, not a reason the invoice can sit.

You do not have to match their deleted line word for word. You can swap it for something they will actually live with:

• A pause right, as above. Work stops if the invoice is overdue.
• A shorter due date if they will not accept a late fee: Net 14 instead of Net 30.
• A larger deposit, so less of the job is on credit.
• Milestone billing, so the last unpaid slice is smaller. See milestonemilestoneA milestone is a defined point in a project, often tied to a deliverable and a payment.More in the glossary.

If they refuse every consequence, treat that as information: this client may pay slowly. Price the job, or the deposit, as if the last invoice will be late.

Do not invent a statutory rate in the reply. If you want the usual late-payment wording for UK business invoices, read the sourced note on the payment terms page and decide there. This guide stays with what you can negotiate on the paper.

Silence on revisions is usually read as “until we like it.” That is how a two-week website becomes a twelve-week one.

Put the limit back, in countable words:

Two rounds of consolidated feedback are included per deliverable. Further rounds are quoted before the work starts.

A round means one collected set of comments, not a chat message every afternoon. Say that if you need to.

If they want “reasonable revisions” with no number, counter with:

• two rounds included
• a named extra-round fee
• a change request for anything outside the statement of work

Scope creep is ten small asks. The contract only helps if extra work is written down. What goes in a freelance or contractor agreement covers how to write deliverables as a list.

“On delivery” means they can own the files the day you send them, then take 60 days to pay. “On payment” means ownership moves when the invoice is cleared.

A clear counter:

On payment in full of the fees for a deliverable, the Freelancer assigns to the Client the rights in that deliverable, except the Freelancer’s pre-existing materialspre-existing materialsPre-existing materials are tools, libraries or work the supplier already owned, which are licensed for the job rather than handed over.More in the glossary, which are licensedlicenceA licence is permission to use work in an agreed way, without taking ownership away from the person who made it.More in the glossary for use as part of the deliverables.

Keep three things written either way:

• Pre-existing material — your libraries, components, presets. Licensed, not assigned.
• Third-party material — fonts, stock, plugins. Their own licences stay in place.
• Portfolio use — whether you can show the work, and when.

If they insist on transfer at delivery, ask for a deposit that covers the first slice of work, or a right to suspend the licence until payment. The intellectual property assignment page has the usual shape.

Developers often keep reusable components; photographers often license usage instead of assigning. Contracts for developers and the photo licence template are the closer starting points for those jobs.

On Contracts.io both sides work on one paper.

• You draft with Lex from a sentence, or start from a freelancer agreement, independent contractor agreement or statement of work.
• You send one share link. The client does not need an account and does not pay.
• Their lawyer’s edits arrive as redlines on that same version.
• Each change is Accept, Counter or Decline. A counter is your replacement wording, not a comment in email.
• Every version is kept. Nothing is edited silently.
• Each side has a private Lex that explains clauses. The other side never sees those chats.
• When the words are agreed, both sides 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 frozen version.

That is the difference from most e-signature tools, which collect a signature on a finished PDF. If you already have a signed-looking file and only need names collected, see /alternatives. If you still need to agree the words, stay on the share link.

Lex drafts and explains. It never sends, accepts or signs. A person always does that.

A few patterns are worth stopping for, even on a job you want:

• They will not name a due date for payment.
• They want the work, the source files and the rights before any money has moved.
• They delete the revision limit and the change process.
• They send a new file each time you reply, so you cannot see what changed.
• The deal is large or unusual and you cannot get a solicitor to look at their paper.

You can pause the conversation without a speech. “I can start once payment timing and ownership on payment are back in. Here is the link with those two counters.”

If you do walk away, keep the last shared version. It is the record of what was offered.

A kill feekill 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 only helps if it was in the draft before they cancelled. It will not appear after the fact.

None of this is legal advice. For a named solicitor, see /lawyers. For how we handle contract text, see /trust.