A client contract is not a formality for accounting. It is the instrument that defines who owes what in a dispute. And if it lacks key clauses, you automatically end up in a weak position.
Below are 9 clauses regularly forgotten that later cost designers tens of thousands of dollars and a lot of nerves.
Clause 1: Recognition of electronic approval
Without this clause, a mood board approval in chat or on a platform carries no legal weight. Details in our article on electronic approvals and the law.
Wording
The Parties recognize that exchange of messages, files, and approvals through the [Platform] linked to the Client's registered account (email or phone listed in the Client's details) is equivalent to exchanging written documents. Approval of a deliverable through the "Approve" action on the platform constitutes an analog of the Client's handwritten signature under applicable electronic signature law. Date and time of approval are determined by the platform's server-side timestamp.
Clause 2: Revision cap
"Unlimited revisions for a year" is a failure formula. The contract must fix how many iterations per phase are included in the price, and what additional iterations cost.
Wording
The price of each phase (layout, concept, mood boards, drawings) includes up to 3 (three) revisions per Client request. Additional revisions are billed at 100 USD per revision or 75 USD per hour at the Client's option, on a separate invoice.
Clause 3: Phases and closure criteria
"Design project" as a monolith is poor contract structure. It should be broken into phases with closure criteria for each.
A typical breakdown:
- Briefing and scope of work (5 to 15% of fee): closed by a signed scope
- Layout decision (15 to 20%): closed by approved layout
- Concept and palette (10 to 15%): closed by mood board
- Room mood boards (25 to 35%): closed by per-room approvals
- Working drawings and specs (20 to 30%): closed by a document set
- Author supervision (optional, billed separately)
Wording
A phase is considered closed upon receipt of the Client's written or electronic approval. From that moment, the Client cannot demand changes to that phase's deliverables under the current contract. Changes affecting closed phases are documented in an amendment with re-pricing and rescheduling.
This clause insures against "let's reconsider everything" in month 4 of work.
Clause 4: Client veto and designer right of refusal
The client has the right to disapprove. But the designer has the right to refuse a change that contradicts professional standards.
Wording
The Designer reserves the right to refuse changes that, in the Designer's reasoned opinion, contradict baseline design principles (safety, ergonomics, technical feasibility) or significantly diminish aesthetic quality. Refusal is documented in writing with rationale. The Client may either accept the refusal or terminate the contract with payment for work actually performed.
This protects you from "client wants a pink ceiling with the table jammed against the door," when the designer must either deliver bad work or argue without legal grounds.
Clause 5: Copyright
By default, copyright in the design project belongs to the author. Unless this is locked in the contract, disputes arise.
Wording
Exclusive copyright in the Work product (layout decisions, mood boards, drawings, specifications, authored visualizations) belongs to the Designer. The Client acquires a non-exclusive license to use the Work product solely for project implementation at the specified address. Use of the Work product for other purposes (reproduction, transfer to third parties, publications without attribution) requires separate written consent.
The Designer is entitled to use the Work product in their portfolio, website, social media, and publications referencing the project (without disclosing the specific address at the Client's request).
Clause 6: Schedule and force majeure
"Performance period: 3 months" without provisions for client delays is a trap for designers.
Wording
Performance period for each phase is counted from the moment the Designer receives all necessary inputs from the Client (brief, measurements, prior-phase approvals). Phase duration is automatically extended by the number of days the Client delays providing inputs and approvals.
Delays caused by force majeure, or by third parties beyond the Designer's control (suppliers, contractors, regulators), are not deemed breaches of schedule.
Clause 7: Asset handoff and source files
What exactly is delivered to the client at the end: PDF? Source .max/.skp files? Textures?
By default, only final deliverables in agreed formats. Source files are a separate agreement and usually a separate fee.
Wording
Upon project completion the Client receives: 1) a PDF design album in the agreed volume; 2) working drawings in PDF and DWG; 3) specifications for materials and appliances. Source files of 3D-modeling software (.max, .skp, .blend and similar) are not delivered and remain with the Designer. Source file delivery is possible under a separate agreement and additional fee.
Clause 8: Author supervision
Author supervision is a separate service, not part of the design project by default. If you do not separate it, the client will assume it is included.
Wording
Author supervision over implementation is not included in the fee under this contract and is provided under a separate agreement. Supervision rate: 100 USD per on-site visit (within [city]) or 75 USD per hour for remote consulting via photos and video.
Clause 9: Termination terms and recognition of completed work
The client can terminate at any time under most civil-law systems. The question is on what terms.
Wording
Upon termination by the Client, the Designer is entitled to retain the price of all closed phases (those approved by the Client or where approval deadlines lapsed), plus 70% of the price of the phase in progress at the moment of termination. Unused advances on subsequent phases are refunded within 10 business days.
Closure of a phase is evidenced by: a signed two-party acceptance act, OR an electronic approval on the [Platform], OR the lapse of 10 business days from delivery of the phase result without substantiated objections from the Client.
The third option, deemed acceptance, is critical. Otherwise the client can "go silent," and the phase is formally never closed.
What else to check
Not mandatory but desirable:
- Confidentiality: the designer does not disclose floor plans and client preferences
- Payment details: and what constitutes the payment date (debit from sender account vs credit to your account)
- Jurisdiction: in case of dispute, which court hears (usually at the provider's place of business)
- Amendments: in writing only, signed by both sides
What to do right now
- Open your current contract template
- Check against this list, which clauses are present, which are missing
- Use the wording above as a base, adapt to your situation
- Show to a lawyer for final review (an hour costs around 100 to 200 USD, pays back on the first project)
- Use the new template on the next 5 projects, see which clauses are working
CTA
The pairing "right contract plus platform with audit log" closes 90% of legal risk for designers. Roomix handles the second part automatically. The first is on you.
See also: legal validity of approvals, PDF report as supporting document.
Disclaimer: this article describes general principles. Sample wording must be adapted to the specific project and jurisdiction with a qualified lawyer.