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the payment clause.

Clausly runs every clause against current UK law — flags what's wrong, cites the exact statute, tells you what to ask for. Under 60 seconds.

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freelance_agreement_westfield.pdf
Overall Risk Score HIGH RISK
71 / 100
CRITICAL Clause 8.3 — Payment Terms
"Payment shall be due within ninety (90) days of invoice acceptance."
Late Payment of Commercial Debts Act 1998 s.4

Statutory default is 30 days. 90-day terms are presumed grossly unfair under s.8(1) — you forfeit statutory interest automatically.

HIGH Clause 12.1 — IP Assignment
"All IP shall vest in the Client immediately upon creation, whether or not payment has been made."
Copyright, Designs and Patents Act 1988 s.11

IP transfers permanently even if you're never paid. No reversion clause. You lose your work.

HIGH Missing — Kill Fee Clause

No compensation if client cancels after work starts. Your only remedy is a quantum meruit claim.

+ 2 more flags · missing clauses · negotiation strategy · amendment letter

What's in every scan

Risk flags with severity

Critical → Low, with verbatim quotes

Exact UK statute cited

Act name, section, year — not guesswork

Missing clause scanner

Flags what isn't there but should be

Verdict + letter

Sign, negotiate, or walk away — with a ready letter

The Process

Three steps to clarity

From upload to verdict in under a minute. No account required.

Step 01

Upload or paste

Upload a PDF or paste the text. Takes 10 seconds. Your contract is encrypted in transit and deleted the moment your scan completes.

Step 02

We analyse

Six specialist AI passes analyse every clause against current UK law — ERA 2025, Late Payment Act, Consumer Rights Act, Tenant Fees Act, CDPA 1988 and more.

Step 03

You decide

You get a risk score, plain-English flag explanations, exact statute references, negotiation strategy, and a ready-to-send letter draft — in under 60 seconds.

Example Output

This is what you get back

A real scan output for a real type of contract. The clause quotes, statutes, and consequences below are representative of what Clausly produces.

Contract scanned

Westfield Creative Ltd — Freelance Service Agreement

Scanned 15 April 2026 · Completed in 47 seconds · England & Wales law

Risk Score

71/100

HIGH RISK

5 Issues Found

CRITICAL Clause 8.3 — Payment Terms
"Payment shall be due and payable within ninety (90) days of the Client's acceptance of the invoice. The Client reserves the right to withhold payment pending internal approval processes."
Late Payment of Commercial Debts (Interest) Act 1998 s.4 Late Payment of Commercial Debts Regulations 2013

Business-to-business payment terms default to 30 days under the 1998 Act. A 90-day term is not automatically unenforceable, but is presumed "grossly unfair" under s.8(1) and cannot be justified for standard services. The right to withhold pending "internal approval" has no statutory basis and cannot override your right to statutory interest.

⚠ At 90 days instead of 30, you lose approximately £340 in statutory interest on a £5,000 invoice — money the law already entitles you to, forfeited by signing this clause. → Proposed wording: "Payment shall be due within 30 days of the date of invoice. Statutory interest pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 shall apply automatically to sums outstanding after the due date."
HIGH Clause 12.1 — Intellectual Property Assignment
"All intellectual property rights, including copyright, in any work, deliverable, or material created by the Contractor under this Agreement shall vest in the Client immediately upon creation, whether or not payment has been made."
Copyright, Designs and Patents Act 1988 s.11

Under s.11 CDPA 1988, the first owner of copyright in a work is its creator. An assignment to the client is legally valid — but the phrase "whether or not payment has been made" means the IP transfer is unconditional. There is no reversion clause if payment fails. You permanently surrender your work even if you're never paid a penny.

⚠ If the client cancels the project and refuses payment, they retain your designs, code, or copywriting permanently. You cannot reclaim it or license it elsewhere without their consent. → Add: "In the event full payment is not received within 60 days of invoice, all intellectual property rights in delivered work shall automatically revert to the Contractor with immediate effect."
HIGH Missing — Kill Fee / Cancellation Clause NOT PRESENT
[ This clause does not exist in the contract. ]
Common law — quantum meruit only

There is no statutory requirement for a kill fee, but its absence creates a serious gap. If the client cancels after work has commenced, your contractual entitlement to compensation is nil. Your only remedy is a quantum meruit claim in court — uncertain, slow, and expensive relative to the sums likely involved in a freelance engagement.

⚠ A client can commission three months of work, cancel on day 59, and owe you nothing for completed deliverables. This happens in practice. → Add a kill fee clause: payment for all work completed to date, plus 25% of the remaining contract value as a cancellation fee, payable within 14 days of cancellation notice.
MEDIUM Clause 15.2 — Liability Cap
"The Client's total liability to the Contractor under or in connection with this Agreement, however arising, shall not exceed five hundred pounds (£500)."
Unfair Contract Terms Act 1977 s.2 Consumer Rights Act 2015 s.62

A £500 liability cap is likely disproportionately low relative to the total contract value. Under the 1977 Act, liability restrictions must satisfy a reasonableness test. A cap that falls significantly below the basic contract value may be challengeable, particularly if the contract is for a higher value. This clause caps your recovery in the event of client-caused loss — defamation of your work, misuse of IP, or project sabotage.

⚠ If the client causes you £10,000 in demonstrable loss — by publicly misattributing your work, using it outside agreed scope, or inducing breach with a third party — your contractual maximum recovery is £500. → Negotiate the cap up to at least the total contract value, or link it to your professional indemnity insurance limit.
LOW Clause 4.1 — Termination Notice Period
"Either party may terminate this Agreement on seven (7) days' written notice to the other."
Note: services contract — ERA 1996 does not apply

7 days is legally valid for a services contract and not in itself unlawful. This is flagged as low risk, not a breach. However, 7 days is significantly below the 30-day industry norm for engagements of meaningful duration and gives you almost no pipeline security. It is worth negotiating before signing.

⚠ The client can terminate with 7 days notice. At a day rate of £450, that represents a maximum of 5 days' income secured at any given time. → Negotiate to 30 days, or add: "Notice periods of less than 30 days require payment in lieu of notice calculated at the agreed day rate."

3 Missing Clauses

Kill fee / cancellation

No entitlement to compensation if the client cancels after work has commenced. Leaves you with a common law claim only.

IP reversion on non-payment

IP assignment is unconditional. Without reversion, you cannot withhold or reclaim work if payment is refused.

Dispute resolution mechanism

No defined process before litigation. Without this, a minor disagreement defaults directly to court proceedings.

Verdict

Negotiate before signing

This contract has three issues that need fixing before you sign. None are fatal — all are negotiable. Priorities:

  • 1. Fix the payment terms to 30 days — statutory interest rights are at stake
  • 2. Add IP reversion on non-payment — without it you lose your work if they don't pay
  • 3. Insert a kill fee at minimum 25% of remaining contract value

Example Letter Output

This is what £9.99 gets you

A ready-to-send amendment request based on the scan above. Fill in your details, review it, send it. The Full Report includes 12 letter types.

Amendment Request — Pre-Signing

[YOUR NAME / COMPANY NAME]
[ADDRESS LINE 1]
[ADDRESS LINE 2]
[CITY, POSTCODE]
[YOUR EMAIL ADDRESS]

26 April 2026

For the attention of: [RECIPIENT NAME]
Westfield Creative Ltd
[ADDRESS LINE 1]
[ADDRESS LINE 2]
[CITY, POSTCODE]

Re: Proposed Amendments to Freelance Service Agreement dated [CONTRACT DATE]

Dear [RECIPIENT NAME],

I write in connection with the Freelance Service Agreement (the "Agreement") you have provided for my review. Having examined the Agreement carefully, I am not currently in a position to sign it as drafted. I set out below the specific amendments I require before I am able to proceed.

1. PAYMENT TERMS — CLAUSE 8.3

The Agreement currently provides for payment "within ninety (90) days of invoice acceptance." Under the Late Payment of Commercial Debts (Interest) Act 1998, section 4, the default payment period for business-to-business transactions is 30 days unless an alternative period has been expressly agreed and that alternative is not "grossly unfair" to the creditor (s.8(1)). A 90-day payment period in a standard freelance services agreement is, in my view, incapable of objective justification and likely to constitute a grossly unfair term within the meaning of the 1998 Act.

I require Clause 8.3 to be amended as follows:

"Payment shall be due within 30 days of the date of invoice. Statutory interest pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 shall apply automatically to any sums outstanding after the due date, without the need for further notice."

2. INTELLECTUAL PROPERTY — CLAUSE 12.1

Clause 12.1 provides that all intellectual property rights in works created under the Agreement shall vest in Westfield Creative Ltd "immediately upon creation, whether or not payment has been made." While I accept that a full IP assignment can be agreed between parties, the unconditional nature of this assignment — which operates regardless of whether I have been paid — is not something I am prepared to accept.

Under section 11 of the Copyright, Designs and Patents Act 1988, copyright in a work vests initially in its creator. An assignment without a corresponding safeguard tied to payment creates a position in which Westfield Creative Ltd could take possession of my work and withhold payment with no contractual risk of losing access to the delivered materials.

I require the following provision to be added to Clause 12.1:

"Notwithstanding the foregoing, in the event that full payment of all sums due under this Agreement has not been received within 60 days of the date of invoice, all intellectual property rights in any delivered work shall automatically revert to [YOUR NAME / COMPANY NAME] with immediate effect, and [YOUR NAME / COMPANY NAME] shall be entitled to register that reversion without further consent from Westfield Creative Ltd."

3. CANCELLATION AND KILL FEE

The Agreement contains no provision governing compensation in the event that Westfield Creative Ltd cancels or suspends the project after work has commenced. This is a material omission. In the absence of such a clause, my entitlement to payment for work already carried out would depend on a claim in quantum meruit — an uncertain and expensive common law remedy.

I require the following clause to be inserted:

"In the event that Westfield Creative Ltd cancels or suspends the engagement after work has commenced, [YOUR NAME / COMPANY NAME] shall be entitled to: (a) payment at the agreed day rate for all work completed to the date of cancellation or suspension; and (b) a cancellation fee equal to 25% of the fees that would have been payable for the remainder of the engagement, payable within 14 days of the cancellation notice."

I set a response deadline of 14 days from the date of this letter. I am willing to discuss any of the above points and to reach an agreement that is fair to both parties.

Yours sincerely,

[YOUR SIGNATURE]

[YOUR NAME]
[YOUR COMPANY NAME, IF APPLICABLE]
[DATE]

IMPORTANT NOTICE: This letter was prepared with the assistance of Clausly, an AI-powered contract analysis tool. It does not constitute legal advice and has not been drafted by a qualified solicitor. The legislative references cited reflect UK law as of April 2026. You should review this letter carefully before sending. For matters involving significant financial value or complex legal disputes, we strongly recommend obtaining independent legal advice from a qualified solicitor before proceeding.

Capabilities

Everything you need to protect yourself

Six specialist analytical passes. One comprehensive report.

CRITICAL HIGH MEDIUM LOW

Risk flags with severity

Every clause rated Critical, High, Medium or Low. Verbatim quote from your contract. Exact UK Act cited.

Missing clause scanner

Checks what's NOT in your contract. Kill fees, IP assignment, dispute resolution — flags every gap before it becomes a problem.

Plain-English verdict

Sign, negotiate, seek legal advice, or walk away. One clear recommendation with reasons. No jargon, no ambiguity.

Negotiation strategy

Power balance assessment. What to ask for, how to ask, and what they'll likely concede. Honest — tells you if negotiating is pointless.

12 letter types

Amendment request, late payment notice, breach notification, pre-action letter and 8 more. Ready to send in your tone.

Updated 2026

2026 legislation

ERA 2025, 2026 Late Payment reforms, FCA DCA redress scheme, Renters Rights Bill — baked in. No competitor is this current.

Why Clausly

How we compare

Deep legal analysis at a fraction of the cost. Without the wait.

Feature
Clausly Best value
DIY (ChatGPT) Solicitor
Cost £4.99 – £9.99 Free £50 – £350+
Time 60 seconds 10 – 30 min Days – weeks
UK law depth Deep — cites Acts & sections Shallow — no statute refs Deep
2026 legislation Varies
Negotiation advice Generic only
Response letter Bespoke (expensive)

Pricing

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FAQ

Common questions

No — Clausly is an analysis tool, not a law firm. It highlights risks and explains your options in plain English. For high-stakes decisions always consult a qualified solicitor.

Freelance agreements, employment contracts, tenancies, NDAs, car finance, partnerships, SaaS terms, property documents and influencer deals.

Your contract text is encrypted in transit and deleted immediately after your scan completes. We never store your documents.

England and Wales law only, including ERA 2025, Late Payment Act 1998, Consumer Rights Act 2015, Tenant Fees Act 2019, CDPA 1988 and 2026 reforms.

Clausly will flag it and recommend you consult a Scottish solicitor — Scots law differs materially on tenancy, property and some employment matters.

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