What a client contract should cover before you sign
Know which clauses a services contract must contain, which ones to refuse outright and how acceptance and change control decide whether a project stays profitable.
Whose document you are reading
The agreement in front of you was written by the client or by their lawyer. That is not sinister. It simply means every ambiguity in it was resolved in their favour and the clauses protecting a vendor were never anybody's priority. Reading it as a neutral document is the first error.
The questions that decide whether a project makes money are narrow. When is a deliverable finished. Who pays for a change. What happens if the client goes quiet for a month. When does an invoice become overdue. A contract can be perfectly professional and silent on all four.
What the contract does not cover and what it costs you
Third party costs are excluded unless the contract names them. Advertising spend, stock photography licences, font licences, hosting, plugin subscriptions and software seats are not your fee and should not come out of it. Say so in the document rather than in an email during month two. A contract silent on pass-through costs is usually read against the party who incurred them.
Review costs a professional fee and that fee attracts GST at 18%. Two tax mechanics also belong in the commercial terms. Your fees carry GST and the contract should make clear the fee is exclusive of it. And a client may be required to deduct tax at source from your payment which means the amount hitting your account is lower than the invoice. That deduction is not a discount and it is recoverable against your own tax liability. A qualified professional should confirm how both apply to your engagement.
When to negotiate and when to sign as it stands
Sign as it stands when the project is small, short and paid in advance. Spending a professional fee and two weeks of goodwill to improve a reasonable document on a modest first engagement is a poor trade.
Three terms deserve refusal whatever the fee. Payment conditional on the client's satisfaction, because satisfaction is subjective and unprovable. Unlimited revisions, because the work then has no end and no price. And any clause tying payment to an outcome such as a ranking position, a lead volume or a revenue figure. That last one is tempting because clients often pay more for it. Refuse it anyway. Those outcomes depend on the client's product, their pricing, their sales follow-up and on platforms nobody controls. Accepting responsibility for a result you cannot determine is how an agency works for months and gets paid for none of it. Walking away from that deal is the right decision even when the pipeline is thin.
How the clauses fit together
Scope and acceptance are one mechanism rather than two. Scope lists deliverables and acceptance defines when each is signed off. The acceptance clause needs a review window and a consequence if the window passes. Deliverables deemed accepted after a stated number of working days without written objection is the standard construction and it is what stops a project drifting for a year.
Change control sits next to it. Any request outside the listed scope becomes a written change with its own price and its own timeline. Then payment terms with a due date and a stated consequence for lateness. Then client dependencies, because a project held up by missing content or absent approvals should not consume your fee while you wait. Then intellectual property, stating whether ownership passes on delivery or on full payment. Then confidentiality and data handling. Then a liability cap, typically tied to the fees paid. Then termination covering both convenience and breach along with what is payable for work already done. Then governing law and the courts with jurisdiction. Portfolio rights are worth adding too. A contract that forbids you naming the work or showing it costs you future business and most clients will permit it if asked.
Judging whether your contracts are working
The flattering metric is that everything was signed before kickoff. A signed document that answers none of the hard questions is paperwork rather than protection.
Two measures tell the truth. The proportion of invoices paid within the stated terms, which reveals whether your payment clause has any force. And the proportion of change requests that were priced rather than absorbed. If that second figure is low your scope and change clauses are being ignored and the cost is coming straight out of your margin.
The common mistake
The expensive error is accepting subjective acceptance. Work to be completed to the satisfaction of the client, with no review window and no deemed acceptance, hands the other party an unlimited veto over your invoice. It appears in a great many services contracts and gets signed because it sounds reasonable.
The arithmetic is brutal. A project priced on four rounds of revision that runs to eleven has consumed the margin and then the cost. The team is still working, the invoice is still unapproved and nothing in the document lets you stop. Owners in that position usually complete the work at a loss to protect the relationship. Replacing one subjective phrase with a defined review window and a deemed acceptance period costs nothing at signature and is the single most valuable line in a services contract.
This guide explains how something works. It is not legal, tax or financial advice, and rules change. Confirm anything regulatory with a qualified professional before you act on it.