The day after I told Jerry, I told the children.

It was an ordinary evening, in the way every evening is ordinary until you change what is in it. The kitchen. After homework, before bed. The kind of moment when you can either land something carefully or rush past it, and what you do next decides how they remember the conversation.

They are ten and thirteen. I told them what I had built. I told them what it was for. I told them I had been working on it after they were asleep for the last eight months. And then I waited.

What they said is the reason this post exists.

“Mummy, you’re amazing.”

“What does it do?”

“Have you really built this yourself? When?”

“I am so proud of you.”

And from the older one, last and best:

“Can I be a Founder50 member?”

I had told my son about Founder50 before. The structure. The idea. He had stored it. And the question he asked when I told him about BeforeYouSign was not will it work, not what is it called, not who is it for. It was: can I be part of it?

And from the other end of the table

While I was still absorbing my son’s question, my ten-year-old daughter was thinking about it too. She is a budding entrepreneur in her own right. She has strong views on business, spends her pocket money on inventory for small ventures she runs at school, and has been known to give unsolicited pricing advice to adults.

She asked what BeforeYouSign cost. I said it was free while I was building it. She thought about it for about four seconds.

“Mummy, why don’t you offer a loyalty card promotion. Buy 10 reviews, get 1 free?”

I laughed, and then I stopped laughing, because she was not wrong. She had, at ten years old, in the space of one conversation, worked out that a repeatable service needs a repeat-usage mechanic. She had picked the exact intuition that most SaaS founders take a year of user research to arrive at.

I have not built her loyalty card in. Yet.

But I have written it down. And when BeforeYouSign has a paid tier, and it will, one day, there is a version of her idea that will be in it, because she is the second person in my family, in the space of ten minutes, to have understood BYS before I had finished explaining it.

What the questions were really saying

I had told my son the truth about Founder50. The fifty people I had invited were people I trusted to use a half-built product in the real world and tell me, honestly, what worked and what did not. He listened. Then:

“I am thirteen. I don’t sign contracts. But I am your son. And I want to help you build it.”

Both children had done the same thing. They received what I told them and immediately reached for the version of it they could be useful in. Not a perk. Not a certificate. A role.

That is, it turns out, exactly what BeforeYouSign is trying to do for the people who use it. Not sell them a legal service. Put them in the room. Give them the same information the lawyer would flag, so they can walk into their own contract negotiation as a person whose voice counts.

I told my son that Founder50 was full, but that his job was different. His job was to remind me that the work I was doing was not just for the people whose names were on the list. It was for him, one day, when he signed his first employment contract. For his sister, when she took her first freelance job or launched the pricing model of whatever she builds next. For every person who would eventually be handed a piece of paper they did not understand and told to sign it before they could start.

He said “okay Mum,” which is thirteen-year-old for a lot of things, and this time meant “I got you.”

The evening I did not expect

I had spent eight months alone with this. I had told no-one because I was protecting it from the well-meant observations that would have ended it before it began. The evening I told the family was the evening I had been quietly dreading, because it was the evening I lost control of the story.

What I had not expected was that losing control of the story would be the best thing that happened to it.

I sat on the living room sofa after they had gone to bed and I cried. Not from grief. Not from stress. From the specific and unfamiliar feeling of being witnessed by the people whose witnessing mattered most, and finding that what they saw was not what I had feared they would see.

They did not see a mother stretched too thin. They did not see a woman taking on too much. They did not see the corporate escape story.

They saw something I had built. One wanted to help build it. One wanted to help sell it.

What I am still doing

I am still rewriting prompts based on what those first fifty people tell me. Still working at the day job. Still publishing this newsletter in the hours nobody else can claim. Founder50 is closed. Cohort 2 is open for a small group of readers who want to shape the product before it launches. Join here.

The midnight founder hours have not stopped. They have just become less lonely.

If you are reading this and you have been building something on a sofa, after the children are asleep, with two laptops and a reading lamp and the whole world quiet around you, I see you. The work you are doing in those hours is real.

And if there is someone in your life who might one day ask to be part of what you are building, tell them. Maybe earlier than I did. They may surprise you. They may name what you have built before you have found the words for it.

The story stops being yours alone the moment you say it out loud. That turned out to be the best thing that happened to a story that started in silence.

Louise

beforeyousign.uk

A reader asked whether the US has anything like the Small Business Protections Bill.

The answer is yes, and no.

The US got there first. But only in patches. And those patches tell us exactly what the UK version needs to get right.

Joi’s question after last week’s piece stopped me. Not because I didn’t know the answer, but because the answer is more interesting than a simple yes.

One caveat before we start: US freelancer laws are local. They do not apply just because the client is American. They apply because the work, the freelancer, the client, or the contract has the right connection to that city or state.

The UK bill is not law yet either. It still needs to pass through Parliament, and the detail may change before it comes into force.

How it started: New York City, 2017

The Freelance Isn’t Free Act came out of New York City in 2017 and it was, at the time, one of the most aggressive freelancer payment protections in the US.

Three things made it different:

• A written contract is required for any freelance engagement worth $800 or more. Not recommended. Required.

• Payment within 30 days of completion, unless the contract specifies otherwise.

• Double damages if the client doesn’t pay. Not statutory interest at a modest percentage. Double what they owe you. In practice, that means a client who owes you £2,000 is looking at £4,000 plus your solicitor. That maths changes minds.

It also created a dedicated complaints route through New York City’s Department of Consumer and Worker Protection, so freelancers had somewhere to go that wasn’t a courtroom.

The result was that it worked. Not perfectly. Not for everyone. But the combination of teeth and a clear route to enforcement changed behaviour in a way that voluntary codes never had.

Seattle, Los Angeles, Minneapolis and Columbus followed with their own versions over the following years. The shape was similar, though the thresholds and enforcement routes differ: written contract, defined payment window, penalties with bite.

Action: if you freelance across US clients, know where your client is, where the work is performed, where you are based, and what law the contract points to. It changes what you can ask for.

Then the states moved

City-level protection is better than nothing. It is also limited. You usually need the right connection to that city to benefit. The patchwork problem was real.

Then three states moved in quick succession.

Illinois was the first US state to pass freelancer payment protection, effective 1 July 2024. New York State followed later that summer, extending the city law statewide with some modifications. California went live in January 2025, with enforcement sitting with the Labor Commissioner’s office rather than a new body.

The shape in each case is recognisable: a written contract requirement, a default 30-day payment term, penalties for late payment, and, critically a body with actual enforcement power rather than just the right to write strongly-worded letters.

There is still no federal law. It remains a patchwork. If you are a freelancer in Texas, Florida, or most of the Midwest, you may not have a local freelancer-payment statute unless your work or client has a sufficient connection to a covered jurisdiction. The federal picture has not moved.

What the comparison tells us about the UK bill

When I read the Freelance Isn’t Free Act alongside the UK’s Small Business Protections Bill (formally the Commercial Payments Bill), the structural similarity is striking.

Documented payment dates. Backstop payment windows. Penalties that actually hurt. An enforcement body with defined powers.

But there is one place the US got it right that the UK needs to watch carefully.

The enforcement route.

In New York City, the Department of Consumer and Worker Protection handles complaints. In California, it is the Labor Commissioner, a body with a long-standing enforcement culture, now extended to freelance work. These are not new bodies being stood up from scratch and hoping to find their footing.

The Small Business Commissioner has existed since 2017 and most freelancers I speak to have never heard of it. The UK bill would give it new powers if enacted: investigation, enforcement directions, financial penalties, publication of payment data. That is the right architecture.

But powers on paper are not the same as a body that actually uses them. The SBC would need budget, teeth in practice not just in statute, and a visible track record of enforcement before it becomes the thing freelancers and SMEs actually reach for when a client doesn’t pay.

The US experience suggests that when you give freelancers a clear route, that does not require a lawyer and does not feel like a fight they cannot afford, they use it. The deterrent works not because enforcement is constant but because it is credible.

That credibility takes time to build. The UK starts from a lower baseline of awareness than New York City did in 2017, because at least in NYC the campaign to pass the law had already made freelancers aware it existed.

Action: when you next read commentary on the UK bill, watch for one thing above all, whether the Small Business Commissioner is being resourced to enforce, or just to exist.

What this means if you are signing contracts now

The US states that have moved have one thing in common with what the UK bill is trying to do: they make payment terms harder to hide.

The US laws often require written contracts. The UK bill does not do the same thing. It would not make every freelance engagement illegal unless it is written down. But it would make written payment terms, acceptance triggers and dispute processes much more important, because those are the facts the regime needs to work with.

If you are a freelancer or SME and you are still doing work on the basis of an email exchange, a verbal agreement, or a purchase order with no accompanying terms, that is the single highest-risk position you can be in under any payment protection regime. The law can only protect a payment obligation that is clearly documented.

The practical steps from my earlier Small Print piece apply regardless of what the bill does or when it comes into force: written contract, defined payment term, clear acceptance clause, explicit interest provision.

You do not have to wait for Parliament to put teeth into your own contracts. Try language like this and if the amount or the client relationship is significant, get it reviewed:

Payment terms are thirty (30) days from invoice date. Interest on late payment shall accrue at 8% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998. In the event of non-payment beyond sixty (60) days, the Client shall additionally be liable, on an indemnity basis, for all reasonable costs of recovery, including legal fees.

None of that requires an Act of Parliament. It requires you to ask for it.

Those are not legal niceties. They are the difference between a payment dispute the law can help you with and one it cannot.

Action: use that clause as a starting point for the next contract you send. Watch what happens.

And to Joi directly

Your instinct to document everything before renegotiating, and send new clients the rules alongside your updated contract, is exactly right. It signals that you understand your position before the conversation starts. That changes the dynamic.

The fact that you asked whether the US has anything similar underscores that the problem is not a UK quirk. It is a structural feature of how larger buyers treat smaller suppliers, and it is universal enough that legislators on both sides of the Atlantic have reached similar conclusions about what needs to change.

The US got there first, in places. The UK is trying to move faster at scale. Whether either gets it fully right depends almost entirely on enforcement.

Watch the Small Business Commissioner. That is where the bill will be won or lost in practice.

Credit and thanks to for the question that prompted this piece.

Louise

Writer, Small Print · Founder, BeforeYouSign

beforeyousign.uk

For most of my professional life, work has been my safe place.

In every period of difficulty, sadness, insecurity, or self-doubt (and there have been more of them than the version of me you meet at a conference would suggest), work was the room I could walk into and be good. Respected. Useful. The place I inspired others and where the rest of the world stopped mattering for a few hours. I have spent over two decades being good at what I do.

That is not a complaint. It is a piece of self-knowledge I have only recently been willing to say out loud.

Twenty years of commercial contracts experience. General Counsel. Wife. Mother of two. Sister. Friend. The person people call at 11pm when they have been sent something they do not understand.

I am also, apparently, a founder. Which is a word I still cannot say out loud without wincing.

I never set sights on General Counsel. I never sat with a career coach and decided, by thirty I will run a legal function, by forty I will be on an executive committee, by forty-five I will report to the CFO. I worked hard. I worked smart. I led with empathy. I was repeatedly given stretch problems, and then a bigger stretch, and then a bigger one. Each time I solved them and was given the next one. The title arrived. The seniority arrived. The SVP role arrived. Odd to admit, I was almost embarrassed by it.

When people commented (‘you’re doing so well’, ‘that’s a senior role’, ‘that’s a serious title’) I would shy away. I’d downplay it. I’d find a way to redirect the conversation. Because somewhere in me, the version of me that pictured a successful career, the one with the corner office and the deliberate strategy and the relentless climb, did not feel like me, and yet it was. And so I kept telling myself something I had been telling myself my whole adult life.

I am not an entrepreneur.

I have said this to myself for twenty years. Said it in meetings. Said it in interviews. Said it to my husband. Said it to my own reflection when I had to talk myself out of considering anything that smelled remotely like starting a business. I am not entrepreneurial. That is not who I am. That is for other people. The bold ones, the loud ones, the ones who started young and never stopped. Not me.

The contradiction

It took me a long time to see this. Longer than it should have.

I left the UK at twenty-four and moved to Sharjah, UAE to start my career. I had no scaffolding there. I built one. A few years later I crossed Europe. Different countries, different languages, different cities, and learned about a technology I had never heard of called solar photovoltaics. I sat in rooms with the founding team of a renewable energy startup and helped them connect the first solar PV farm in the UK to the grid. I was in my late twenties. I was, in every way that mattered, in a startup.

Then I joined the company that has been my professional home for fifteen years. I came in and built a global legal and compliance function from scratch. I hired people in cities I had never been to. I wrote the playbook as I went. I built systems where none existed. Today I run that function across the world, through enterprise-wide change and a strategic shift driven by geopolitics and the AI industrial revolution.

I have spent fifteen years describing this role to people as “the chance to work inside a global corporate but build my own startup at the same time.”

And then, in the next breath, I have said: “I am not entrepreneurial”.

I built a startup. I built it inside someone else’s company. I called the building “not being entrepreneurial.”

The contradiction was sitting in my mouth every time I opened it and I genuinely did not hear it.

The year

Then I had one of those years.

I lost two dear friends within months of each other. Managing, as a family, devastating diagnoses of two people I love. I was diagnosed with breast cancer two years ago. Caught early. Treated. I am fighting fit. But last year… something changed.

The thing that turned me was the cumulative weight. The reality that none of us is promised time. That the most important thing, the only finite resource, is the one we spend the most carelessly. My children are ten and thirteen. They need me in completely different ways now than they did even a year ago. My parents and parents-in-law are getting older. The two ends of family life are pulling at the same time, and they will keep pulling, and at some point the pulling will stop.

I looked in the mirror.

I asked questions I had not asked since I was twenty-four.

What do I actually have to offer the world?

What can I contribute, build, create?

Were the people who kept telling me I was doing well right all along, and was I the one not listening?

Am I tenacious? Am I courageous?

Courageous enough to start my own business?

What I did next, and who I did not tell

I started building.

Not loudly. Not with an announcement, but in the hours nobody else could claim. After the kids were asleep, after the work emails, after the evening calls. I opened a laptop and began.

I told no-one, so as to protect something that did not yet exist from the gentle, well-meant observations that would have ended it before it began. “You’ve already taken on too much.” “Is this the right time?” “You’ve been through so much.” “Why don’t you take the product in this direction?” Every one of those sentences was true. Every one of them was said with love. And every one of them, said eight months earlier, would have knocked me off my game so completely that I would not be writing this now.

I had to protect it until I knew what it was.

So I built. Alone. Eight months. Most nights. The house asleep around me. The only voice in my head was mine.

What I was building was this.

Every week, sometimes every day, someone would send me a contract. A friend. A friend of a friend. A designer. A consultant. A woman who had just gone freelance and did not know what she had signed. I would read it. I would tell them what to fight for. They would go back and fight for it. And it would work.

Every time, I thought: there are millions of people who do not know a lawyer to send this to.

So I built one.

Upload a contract. Get a report that tells you what a General Counsel would flag, what they would push back on, what to sign only with your eyes wide open. Not legal advice. Something more useful. Someone in your corner who has read a thousand of these before.

I wrote prompts. I tested outputs. I sketched product flows. I read everything I could find about people who had done this before. I leant on Perplexity Computer, my partner in crime. I shipped. I broke things. I fixed them. I shipped again.

Eight months in, at 1am on a weekday, I was downstairs in the lounge. Reading lamp on. An empty wine glass on the table. The house silent. I deployed the last piece of code on what had become a working MVP. And then I registered the company.

BeforeYouSign Ltd.

The confirmation came on the screen. I just smiled. My heart was racing. I’m actually doing this.

I told Jerry the following evening. Then the kids. He was incredibly proud. Surprised, I think, by how much I had built singlehandedly: the framing, the concept, the target audience, the detailed legal prompts, the marketing strategy, the logo, the domain, the UI. All of it. The children were over the moon.

What I had already done

While I was asking myself those questions in the mirror, and through every one of those eight midnight months, the answers had been sitting in plain sight.

My brother and I had built a personal training business together. Spartan Workouts. We built it because we wanted to, because we were good at different parts of it, because it felt like something worth making together. We did not call ourselves entrepreneurs while we were doing it. We were just building.

I had built a global legal function from a single chair.

I had connected the UK’s first solar farm to the grid as part of someone else’s founding team.

I had crossed continents at twenty-four with no plan.

If I had read this CV about another person and they had told me they were not entrepreneurial, I would have laughed.

What it cost me, and what it didn’t

I want to be honest about both halves of this.

It cost me imposter syndrome. Years of it. Quiet, internal, persistent. The kind that does not announce itself but reroutes your decisions in a thousand small ways. It cost me opportunities I did not see, because seeing them would have required believing I was the kind of person they were offered to. It cost me time. I am 45 and I am beginning a chapter I could have begun at 35.

But it has not cost me my career. That is the part the ‘corporate-escape’ literature does not often hold honestly. The fifteen years at the company that has been my professional home have been some of the best, most stretching, most genuinely formative years of my adult life. I have built things there I am proud of. I have led people I love. I have been trusted with work that almost nobody else gets to do. The mantra I told myself was wrong. The career I built while telling it to myself was not.

Both things are true. The mantra cost me. The career did not.

Midnight Founder Hours

I am still building.

Not for eight months in secret anymore. Out loud now. With help. With a name on the door. With a publication that publishes a clause-by-clause breakdown of contracts I have spent two decades reviewing, and a separate set of writing, this one, about what it has taken to get here.

I have not stopped my day job. I am not planning to. The role I hold is a privilege and a responsibility, and the work there is at one of the most interesting inflection points I have seen in fifteen years. But somewhere alongside it, in the hours nobody else can claim, I am doing the thing I told myself for twenty years I could not do.

If you are telling yourself the same thing

If you are reading this and the mantra has been in your head for years, let me say two things.

The first is that the evidence is probably already in your life. The startup-shaped work you did inside a corporate. The thing you built on the side. The roles you accepted that no one else thought possible. The places you moved to with no plan. Look at the evidence the way a stranger would.

The second is that you do not have to leave to build. The corporate-escape literature is full of people who left. Some of them needed to. Many of them romanticised it. You can stay in your role and still become the person you were always going to be, in the Founder Hours.

You do not need permission. You especially do not need it from yourself.

What this series is

I am writing this in public for two reasons.

The first is that the people I most want to reach are the ones who are telling themselves the same thing I told myself. That they are not the kind of person who builds. That this life is for other people. That the title they have earned is somehow accidental and the next thing is somehow forbidden.

The second is more selfish. Writing it down makes it true. It commits me. There is a version of this story where I do not finish what I have started, and writing the story publicly is one of the things that makes that version less likely.

This is Post 1 of a series called I am not an entrepreneur. There will be five more, every other Wednesday from now through September. They will cover what I have built, what I have got wrong, what corporate has taught me, what corporate has cost me, and where this is going.

If you are still telling yourself you are not entrepreneurial, look at your own CV the way you would look at a stranger’s. And then tell me what it actually says.

Louise

beforeyousign.uk

On 13 May the King’s Speech promised it. On 19 May 2026 the government introduced the Small Business Protections Bill, formally the Commercial Payments Bill. The govenrment has described it as “the toughest late payment regime in the G7.”

Here is what it would do for the freelancer, the founder, the SME, and what to do before it comes into force.

One thing before we start. This is information, not legal advice. The bill is not law yet, and the detail may change. I will flag where it matters.

For twenty years, the answer to “what can I do about a late payment?” has been a small one.

• You could send a polite reminder.

• You could send a less polite one.

• You could threaten the Late Payment of Commercial Debts (Interest) Act 1998, statutory interest at 8% above base rate, and fixed compensation: £40, £70 or £100 depending on the size of the debt.

• You could chase.

• You could wait.

• You could write off the invoice and the relationship and learn to spot the client who was always going to do this earlier next time.

What you could not usually do, in practice, was make the law feel commercially useful.

That may be about to change.

What the bill actually does

The Small Business Protections Bill was introduced to Parliament on 19 May 2026. It is the most significant piece of UK commercial payments legislation in a generation. It does five things.

1. A hard 60-day cap on payment terms

The bill would introduce a statutory maximum payment term of 60 days for large businesses paying smaller suppliers. For public authorities, the 30-day position remains.

Any contractual term that tries to go beyond the new cap, i.e. Net 75, Net 90, “120 days from end of month following invoice”, would be void.

Contracts with no payment term are already treated, under the late-payment regime, as payable within 30 days. The bill keeps the direction of travel very clear, making cler that payment terms cannot be used as free working capital for bigger buyers.

There are limited exemptions, including where both parties are large businesses, where the purchaser is the smaller party, and where goods or services are being imported or exported. Those exemptions do not help most freelancers and SMEs dealing with larger domestic clients. They are not the problem this bill is solving.

If you are the smaller party being paid by a larger UK client, none of these exemptions apply to you.

What it means in plain English: the days of larger clients writing “Net 90” into standard terms and expecting smaller suppliers to absorb the cashflow cost are numbered. If the bill passes in its current form, those terms will not work where the new cap applies.

2. Mandatory 8% statutory interest, and you cannot contract out of it

Statutory interest at 8% above the Bank of England base rate on late payments already exists. The change is that, under the bill, it becomes mandatory.

Under the bill, a client cannot draft around it, offer you a lower rate in the contract, impose conditions on your right to claim, or delay the date that interest accrues.

Any clause that tries would be void.

What it means in plain English: late payment becomes more expensive for the client by default. Not because you negotiated brilliantly. Because the statute says so.

3. The “use it or lose it” rule on invoice disputes

The bill introduces a statutory deadline for raising a payment dispute.

If a client wants to dispute an invoice, they must do so at least 8 days before the payment due date, with enough detail for you to understand the basis of the dispute.

If they miss that deadline, or the dispute is not specific enough, the bill gives you a right to a fixed sum: the higher of £40 or 1% of the disputed amount.

There is a carve-out. This provision does not turn a bad invoice into a payable one, but it does make vague, tactical, last-minute disputes much less comfortable for the client.

What it means in plain English: the “we’ll get back to you” tactic, where a client raises a vague concern at the last minute to delay payment, becomes financially expensive for the client. The asymmetry of cost starts to move.

4. The 30-day acceptance trigger

Payment terms often start running from a contractual milestone, usually completion of an “acceptance” or “verification” procedure.

The bill says that procedure is treated as completed within 30 days unless it is fair and reasonable for a longer period to apply.

What it means in plain English: the “we haven’t signed off yet, so payment terms haven’t started” clause, common in SaaS, software, design, and consulting contracts, gets a built-in time limit. The clock cannot be paused indefinitely just because the buyer has not got around to approval.

5. The Small Business Commissioner gets teeth

The Small Business Commissioner has existed since 2017. Most freelancers have never heard of it. That is about to change.

Under the bill, the SBC gets:

• The power to adjudicate payment disputes between small and larger businesses outside the court process

• The power to investigate payment practices of larger organisations without needing a complaint first

• The power to issue enforcement directions requiring a company to pay or change practice

• The power to impose financial penalties for non-compliance

• The power to publish payment-practice data

What it means in plain English: you get a stronger route than chasing alone, especially where the problem is a larger client with poor payment practices. For the first time, there is an office being given real enforcement tools for the payment problem businesses your size actually face. The deterrent shifts from theoretical to operational.

Three things this does not fix

It does not automatically fix old contracts. The bill is not retrospective. Payments, contracts and disputes will be judged by the rules in place at the relevant time. If you have a Net 90 contract from 2024 still running, do not assume the law quietly rewrites it for you. That is a contract to renegotiate at the next natural break point.

It does not make non-payment impossible. Clients who refuse to pay will still exist. What the bill changes is what they pay when they finally do, and what it costs them to delay.

It does not yet have a commencement date. The bill was introduced on 19 May 2026. It still needs to pass through Parliament, secure royal assent, and have its commencement regulations and transition period confirmed before the key measures have legal effect. The direction is clear. The date is not.

What to do before it comes into force

Five things. None of them require a lawyer.

1. Audit your existing contracts

Pull every active contract you have. Find the payment term clause. Note the number of days. Make a list of every contract that exceeds 60 days.

Those contracts may not automatically become non-compliant. They predate the law, but they are the contracts you most want to renegotiate at the next natural break point.

2. Update your standard contract template

If you send your own contracts — and most freelancers do, in the form of quotations, terms of business, statements of work — update them now.

• Payment term: 30 days from invoice (clearer and more supplier-friendly than the statutory backstop)

• Interest clause: reference the statutory regime explicitly. “Late payment will incur statutory interest at 8% above the Bank of England base rate, plus any compensation or fixed sums available under applicable late-payment legislation.”

• Acceptance clause: if you have one, add a 30-day longstop. “Acceptance will be deemed complete 30 days after delivery unless written notice of non-acceptance is given before that date.”

3. Write down what a “dispute” looks like

Every contract should now specify what counts as a valid dispute. A client cannot weaponise vagueness if your contract has defined the terms.

Suggested clause: “Any dispute relating to an invoice must be notified in writing at least 8 days before the payment due date, must specify the disputed amount and the basis of the dispute, and must include the contractual or factual ground for the dispute.”

This mirrors the bill’s direction of travel and pre-empts any “we’ll dispute it whenever we feel like it” behaviour.

4. Familiarise yourself with the Small Business Commissioner

If you have a payment problem with a larger client, that office is the one to know. It is currently underused. That is going to change.

Bookmark smallbusinesscommissioner.gov.uk. Read what they do. Note the complaint process.

For many freelancers and SMEs, this is the first time a UK regulator has been given teeth around your specific problem. Use it.

5. Have the conversation now, not later

The clients who currently pay you in 90 days, 75 days, or “when we get round to it” know this bill is coming. The good ones will renegotiate proactively. The bad ones may try to keep you on the old terms until the law forces their hand.

If you have a client whose payment behaviour you would not accept under the new regime, raise it now. Frame it as commercial fairness, not legal threat. Most reasonable clients will at least understand why you are asking to align with the incoming legislation early. The ones who refuse have told you something important about themselves.

The wider point

For two decades, UK freelancers and SMEs have been quietly subsidising larger businesses’ cashflow. Late payments cost the UK economy almost £11 billion a year. Over 1.5 million businesses are affected. Around 38 businesses close every day because money they have earned does not arrive on time.

The Small Business Protections Bill is not a complete solution. There will be loopholes, exemptions, transition rules, and clients who simply break the rules and gamble on enforcement being slow. But it is the single biggest shift in the contract balance for non-lawyers in twenty years.

The contracts you sign now, the ones written into a regime that is about to change, will look different from the contracts you sign once the new rules are in force. You can be ready for that, or you can be caught by it.

Be ready.

Louise

Writer, Small Print · Founder, BeforeYouSign

beforeyousign.uk

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Small Print | Issue 3: The five words that decide who owns your work

On the IP clause, payment leverage, and what happens to work that was never paid for.

This newsletter is general information, not legal advice, and reading it doesn’t create a solicitor–client relationship. It assumes English law. Contracts vary, so get advice on yours before you rely on anything here.

James did everything right. He spent three months building a brand identity for a tech start-up. Logo, typography, brand guidelines, the full system. He invoiced on delivery. The client said they loved it.

Then the client went quiet. Emails went unanswered. The payment did not arrive. James chased for six weeks before he accepted that it was not coming. He moved on.

A few months later he started putting together a new portfolio. He pulled up the start-up’s website to grab screenshots of the brand work. It was there. Still live. Still clearly his style.

He could not use it. The contract said:

“All intellectual property created under this agreement transfers to the client upon delivery of final files.”

He had delivered the files, and the IP had transferred. He had never been paid. The unpaid fee was still a debt he could chase. But the IP was gone. The leverage that would have made payment easy had already moved with the files. The work he had done, in effect for free, was now legally someone else’s. Getting it back would cost far more than the invoice ever would.

Why IP transfer timing is a commercial decision, not a legal technicality

Most freelancers treat the IP clause as small print. They shouldn’t. The IP clause is a payment leverage clause that happens to be written in legal language.

It is in every contract. It seems like a formality. Of course the client owns the work. That is the whole point.

But when does the client own it? That is the question.

“Upon delivery” means the moment you hand over the files, ownership moves. You have no leverage left. If the invoice is not paid, you cannot take the work back. You cannot use it elsewhere. You cannot even show it without permission.

“Upon receipt of full payment” means ownership moves when the money arrives. Until then, you retain the rights. That is leverage. Real, commercial leverage.

Five words. That is the difference.

The same clause cuts the other way for founders

If you are a founder commissioning the work, this clause is just as expensive, for different reasons.

A contractor builds your product. The IP clause says “on delivery.” Six months later the contractor argues delivery was incomplete because the final file was never signed off, or because a milestone was disputed, or because a deliverable was rejected and resent. Suddenly the IP that you assumed sat with the company is contested. Your investor due diligence stalls on whether the company actually owns its own product. Funding round delayed by weeks while lawyers untangle who owns what.

A payment trigger gives both sides a cleaner test than ‘was delivery complete?’ It only works if the contract defines what ‘full payment’ means. In writing. Otherwise, you have swapped one argument for another..

Get that right and this becomes one of the rare clauses where the freelancer’s interest and the founder’s interest line up. Most clauses don’t. This one does.

The portfolio problem nobody talks about

Payment is the obvious issue.

But the portfolio problem is just as damaging, and it affects freelancers whether they are paid or not. It’s also a different mechanism, so fixing your payment trigger won’t fix it on its own.

Who owns the IP and whether you’re allowed to talk about the work are two separate things.

Confidentiality clauses. Non-use clauses. Publicity restrictions.

Any of them can quietly kill your portfolio rights even after the IP is transferred cleanly. Those are the clauses that decide whether your work can ever appear on your website.”I spoke to a copywriter recently. Maya had spent twelve months producing content for a financial services firm. Long-form articles, email campaigns, product pages. Solid work. Work she was proud of.

When she left the engagement, she discovered the contract prevented her from using any of it publicly, discussing the client relationship, or referencing the work when pitching new clients.

Twelve months of work. Invisible on her CV. She had signed that clause. She had not known what it meant. She was pitching for new work with a portfolio that was legally not hers to show.

Two things to check in your IP clause

The IP clause in your contract is usually one of the shorter clauses. It gets less attention than the payment terms or the scope of work. That is worth changing.

When you read it, check two things.

First: When does the IP transfer? On delivery, or on payment? If it is on delivery, ask whether you can change it. Many clients will accept “upon receipt of full payment” without any pushback. They are not trying to steal your work. They just used a standard template.

Second: What rights do you retain? Can you use the work in your portfolio? Can you name the client? Can you write about the project in general terms? Some contracts allow this explicitly. Others say nothing at all. Silence usually isn’t neutral. Once you’ve assigned the IP, if the contract says nothing about your right to use it, the safe assumption is that you have none. Get it in writing. Silence is not your friend. What ChatGPT will not tell you

You might think you can just paste the contract into ChatGPT and ask, “anything I should worry about?” You can. Here’s what you get back: “This is an IP assignment clause; you may wish to review with a legal professional.”

That is descriptive. It does not tell you the clause is missing a payment trigger. It does not tell you it is silent on portfolio rights. It does not rank the severity of “on delivery” versus “on payment.” It does not give you the exact five words to add.

That is the difference between a description and a review. A review tells you what is missing, what is dangerous, and what to send back. Which is what BeforeYouSign is built for.

What good looks like

Here is language that closes the most common version of this problem. Treat it as a starting point to adapt, not a guarantee. The right wording depends on your contract.

“All intellectual property rights in the deliverables remain with [your name/company] until receipt of full payment in cleared funds. Until full payment is received, the client has no right to use the deliverables. Upon receipt of full payment, all intellectual property rights transfer to [client name]. If full payment is not received, or the agreement is terminated before payment, all rights remain with [your name/company]. [Your name/company] retains the right to use the deliverables in portfolio and promotional materials unless otherwise agreed in writing.”

A payment trigger like this removes the most common version of the problem James ran into. And because it is written into the contract you both sign, it has legal force. Copyright assignments must be in writing and signed to work. This one is.

Before you sign

Find the IP clause in the contract in front of you (or the last one you signed), and run it through this checklist.

Check the trigger: delivery, completion, or payment?

Check the scope: deliverables only, or “including know-how / methods / processes”?

Check the portfolio rights: explicit, silent, or restricted?

And check separately for confidentiality or publicity clauses — they, not the IP clause, are usually what stops you showing your work.

If any of the above are wrong, send the counter-language above before you do anything else.

James lost a brand identity to two words: upon delivery. Your next contract is five words away from never being in his position: upon receipt of full payment.

[P.s.: A quick note for the curious. Even after you assign copyright, “moral rights”, like the right to be credited as the author, are separate and can’t be assigned, only waived. That’s a topic for another issue.]

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Louise

I’ve watched all five play out on Reddit threads, in DMs, in the messages I get every week from people who’ve signed something they shouldn’t have. Every one of them fails. Not in theory. In documented, repeatable, financially-painful ways.

Here’s what people are actually doing, and why each one breaks.

1. Just sign it

What people are trying: Skim the contract. Trust the client. Sign.

It’s the £1,000 project, or the £5,000 retainer, or the supplier T&Cs that came attached to an order confirmation. The number feels small enough to not worry about. The relationship feels established enough to not interrogate. So you sign.

Why it fails: This is the single most common root cause of every freelance and founder horror story I have come across. The contractor whose company “only signed an invoice” and ended up with no enforceable agreement. The scope creep trap where every “can you just also…” was absorbed into the original fee. The unlimited liability clause buried on page seven. The seven-year non-payment saga that started with a handshake and a Google Doc.

The psychology underneath is the same every time. People don’t push back because they think they have no leverage, they’re scared of looking difficult, and they assume the terms are fixed. All three are wrong. The contract is impenetrable, so they sign anyway.

The £1,000 contract you didn’t read is the one that creates the £20,000 problem.

2. Use a template

What people are trying: Download a Bonsai, Rocket Lawyer, Contract Killer or Freelancers Union template. Find-and-replace the name. Send.

This is the most common “I am being responsible about this” move. Founders do it for supplier agreements. Freelancers do it for client engagements. It feels like a real step.

Why it fails: Templates are static and generic. They don’t know your situation. They don’t know whether you’re the buyer or the supplier, what your non-negotiables are, or whether the deal involves AI training data, regulated information, or an end-client behind the end-client.

Most templates are written from a single point of view, usually the vendor’s, with broad wording, defaults that favour whoever drafted them, and missing modern provisions (remote work, AI inputs, data licensing). They cannot ask whether the deal involves training data, regulated information, or an end-client behind the end-client. They cannot ask whether you are the buyer or the supplier. They just sit there, identical to the version someone else downloaded last week.

The downstream damage is well-documented in UK data. IPSE’s research shows half of self-employed people in the UK have completed work they were never paid for. Up from 43% in 2018. 35% had an invoice paid late in the last twelve months. The average freelancer is owed £5,230 in outstanding invoices at any given time. One in five has been left without money to cover basic living costs because of it. Freelancers spend an average of 20 days a year chasing payment that should already have arrived.

A template doesn’t cause that. But a template doesn’t prevent it either. It looks complete, which is worse than having nothing. It creates false confidence that “the contract” has been handled, when the clauses that would actually have made a difference are missing.

3. Paste it into ChatGPT

What people are trying: Drop the contract into ChatGPT or Claude. Ask “anything I should worry about?” Take the bullet points as a review.

This is now the default advice on r/smallbusiness. It feels modern. It feels free. It feels like the obvious move.

Everything in this section can be partially addressed with a better prompt. A tech-savvy user who spends 45 minutes constructing the right context, asking the right commercial questions, and knowing what to push back on will get a materially better output. Most people reviewing a contract at 11pm before a 9am meeting are not doing that. They are asking “is this ok” and trusting what comes back. This section is about what the output is missing, and why the gap matters when your money is on the line

Why it fails: Five concrete reasons, all documented.

No framework. General-purpose AI works descriptively, not evaluatively. It can tell you what’s there. It cannot tell you what’s missing. It won’t spot the absent liability cap, the missing late-fee clause, the non-existent kill fee. Here is the line I keep coming back to: ChatGPT can tell you what is present in your contract. It cannot tell you what must be present. That single sentence is the whole problem.

Hallucinations. General models confidently invent clauses, statutes, and case law. With a contract, the cost of not knowing which sentences are real is not an embarrassing email. It is a clause you relied on that doesn’t exist.

No severity rating. ChatGPT will return fifteen ‘concerns’ in a single bulleted list unless you know to ask otherwise. Most people don’t. And even when prompted for ranking, it applies no commercial framework. It weights by legal complexity, not by what will cost you most if triggered.

No jurisdictional awareness. Defaults to US ‘work made for hire’ language and US contract conventions. Most of it doesn’t work under English law. Some of it actively misleads.

No action. It explains the clause. It does not give you the exact words to send back to the other side, that their lawyer will review and accept. Which means the moment you finish reading the AI output, you’re back to square one. Staring at the contract, not knowing what to do next.

4. Pay a lawyer

What people are trying: £50 to £450+ for a one-off review. r/freelance veterans recommend it. Some try LegalShield at $50/month.

Why it fails: Economically irrational for the £500–£5,000 contracts that make up most freelancer and SME work. A £450 review on a £1,000 contract destroys the margin before the project starts. So in practice, people don’t do it. They go back to option 1 or option 3.

The lawyer route only makes sense once contract values are high enough that a £450 review is a rounding error. Below that line, which is where most of the freelancer and early-stage founder market actually lives, it’s a wall, not a door.

5. Subscribe to an enterprise tool

What people are trying: A SaaS subscription that handles “all their legal” such as LegalZoom, Rocket Lawyer, goHeather, ContractKit, Spellbook, Juro, LegalOn, Evisort.

Why it fails: Wrong shape for the buyer.

The market is split into two tiers. Sub-$10 individual tools that don’t actually review anything, and $99 to $1,200+/month enterprise platforms designed for legal teams reviewing hundreds of contracts a month. There’s almost nothing in between.

A freelancer who signs three contracts a year is not the buyer for a $99/month subscription. A founder closing two supplier deals a quarter isn’t either. LegalZoom in particular gets complained about consistently — fine for filing forms, poor value for anything more substantial. Subscriptions sit unused. Per-contract pricing barely exists, except in a small handful of newer entrants.

So people sign up, don’t use it, cancel, and go back to option 1 or option 3.

The pattern

Every option fails on at least one of four axes that actually matter to the person signing the contract:

The white space isn’t subtle. It’s the entire intersection of those four columns. Affordable enough to use on a £1,000 contract, plain enough to read without a law degree, specific enough to give you the exact counter-language to send, and built for the jurisdiction you’re actually contracting in.

Nobody else is sitting in all four boxes at once.

That’s the gap. That’s the wedge. That’s what BeforeYouSign is built for.

What to do today

Whether you’re a founder reviewing supplier T&Cs, or a freelancer staring at the next services agreement, the move is the same. Stop using tools that weren’t designed for the size of the deal in front of you.

If the contract is worth less than £5,000 and you’ve been about to do options 1, 2 or 3, try the option that was actually built for that range. First review is free

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The question that gets you nowhere

Most people ask AI to review a contract the way they would ask a lawyer: "Is this standard?" "Is this okay?" "What are the risks?"

These are legal questions. AI gives legal-flavoured answers: vague, hedged, covered in disclaimers, and ultimately useless. A summary of the contract. A list of things to "consider."

The right question is commercial. Not "is this clause standard?" but "what does this clause cost me if it is triggered?" Not "what are the risks?" but "which clause could take money out of my pocket, and how much?"

That shift changes everything the AI returns to you. The same contract. The same AI. A completely different output.

Before you paste a single clause

This is where most people go wrong. They open a new chat, paste the contract, and type "review this." What follows is the setup that actually works. Five things to do before you ask AI anything about a contract.

1. Tell it who you are and what side you are on. AI does not know if you are the client or the supplier. It does not know if you are a sole trader or a limited company. It does not know your industry or your location. Tell it before you paste anything.

"I am a freelance designer. I am the one being hired. I am based in the UK."

That context changes what it flags. A liability clause reads very differently depending on whether you are the one accepting liability or the one enforcing it. An IP ownership clause matters differently to an agency than to an individual. Context is not a nice-to-have. It is the whole frame.

2. Tell it what you want in commercial terms, not legal terms. Do not ask "review this contract." Ask: "Read this contract and tell me which clause could cost me the most money if things go wrong. What is the worst-case financial outcome of signing this as written?"

Commercial language gets commercial answers. Legal language gets legal answers. You are not trying to pass an exam. You are trying to know what you are signing up for.

3. Give it the right lens. Tell it which clauses matter most for your situation.

For a freelancer: payment terms, IP ownership, liability cap, auto-renewal, kill fee / termination for convenience.

For a founder receiving a SaaS contract: data use, AI training restrictions, termination rights, price escalation, exclusivity / change-of-control.

If you do not tell it what to look for, it will tell you everything and nothing. You will get a ten-point summary where point three (auto-renewal with no opt-out) is buried between point two (governing law) and point four (notice period). You need to tell it what actually matters to you commercially.

4. Ask for consequences, not classifications. There is a real difference between these two outputs:

“This is an unlimited liability clause.” (Legal classification. Useless.)

“If the client claims you caused them a loss, this clause means they can come after everything you have, with no ceiling on the amount.” (Commercial consequence. Actionable.)

Ask explicitly: "For each risk you find, tell me what it costs me in plain English. Not what the clause says. What it means for my money, my time, or my business."

5. Ask what to do, not just what it says. "What should I push back on, and what is a reasonable alternative?" is a better question than "what does this mean?"

You want action, not analysis. A good commercial clarity check does not just describe the problem. It tells you what a fairer version of that clause looks like, and whether this is a must-fix or a nice-to-fix. That is what turns a contract review into a negotiation plan.

The prompt, ready to paste

Copy this. Fill in the brackets. Then paste your contract underneath.

I am a [role] based in [country]. I am the party [being hired / hiring]. I sign this kind of contract roughly [X] times a year. Read the contract below and tell me:

1. The three clauses most likely to cost me money if triggered.

2. The worst-case financial outcome of each, in plain English.

3. What to push back on and a fairer alternative for each.

4. Anything missing that I would normally expect to see in this type of agreement.

Frame everything in commercial consequence, not legal classification. Tell me what each risk means for my money, my time, or my business.

That is the setup. Use it and the same contract through the same AI will read very differently.

Where this stops working

A better prompt will give you a better answer. That is what the five steps above have shown you.

But I want to be honest about what this is and what it is not.

A well-built prompt is first aid. It will spot the obvious. The clause that hits hardest. The phrase that sounds wrong even to a non-lawyer. It is the equivalent of looking at a wound and knowing whether to keep walking or sit down. It is useful. It is necessary. It is not a diagnosis.

A contract review is risk management. A different activity, with a different standard. Risk management asks: where, in this document, am I being asked to absorb a liability that does not belong to me? Where am I waiving a right I will need later? Where is the silence, the thing the contract does not say, that will cost me?

Which brings us to the four things the prompt was always going to leave behind.

What it still will not give you

The five steps above will give you a better ChatGPT output. They will not give you the four things that actually matter when something goes wrong.

They will not give you severity. Even with the best framing, ChatGPT returns a flat list of concerns. The one that could bankrupt you sits beside the one that does not matter at all. You still have to work out which is which, and you are doing that work without a framework.

They will not tell you what is missing from the contract, only what is in it. A general-purpose AI is descriptive, not evaluative. The clauses that cost people money are usually the ones that should be there and are not: no liability cap, no kill fee, no late-payment terms, no IP-on-payment trigger. No prompt template can surface a clause that does not exist in the document.

They will not give you the exact words to send back. A good review tells you what to push back on, in what order, with the precise counter-language a counterparty's lawyer will read and accept. Without that, the review ends where the negotiation begins.

And they will not give you English law. ChatGPT defaults to US "work made for hire" conventions, US damages frameworks, US payment norms. Some of it does not translate. Some of it actively misleads. No framework on top of the model fixes the model.

Those four things - severity, what is missing, exact counter-language, English law - are not prompt-engineering problems. They are product problems. They are why BeforeYouSign exists.

BeforeYouSign reads your contract against two decades of clause-by-clause negotiation, in plain English, anchored in English law. Every flag carries a severity rating. Every risk comes with the exact words to send back. Every gap gets surfaced. It is what the prompt was always going to leave behind.

If the contract in front of you is worth getting right, that is the difference.

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One contract clause, one commercial risk, every month — written for the people who actually sign contracts.

Louise

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Right. Let me tell you about my friend.

She is a talented designer. Ten years of client work, strong reputation, never had a serious problem. Last year she took on a project with a new client — a well-funded company, professional-looking brief, good rate. She was pleased to get it.

Six months later she had not been paid. She had not been allowed to show the work in her portfolio. And she had discovered she was banned, by a clause she had barely registered, from working for any company in the same sector for twelve months.

She had signed those terms. They were in the contract. She just had not read them closely.

I have seen this pattern so many times. Not because freelancers are careless. But because contracts are long and intimidating, the important parts are buried, and when you are excited about a new project, reading the small print feels like it can wait.

It cannot. Here is what to look for.

Risk 1: You do not actually own your work

Most freelance contracts include an intellectual property clause. Many say that all work produced under the agreement becomes the property of the client. That can be a reasonable commercial position. The problem is what gets assigned alongside it.

There are three things most people never check.

Moral rights. You created the work. You have the right to be identified as its author, and to object if it is altered in a way that damages your reputation. These rights exist in law, but clients routinely ask you to waive them. Most freelancers sign that waiver without noticing it is there.

Background IP. The tools, processes, code, frameworks and methods you owned before this project started — your working toolkit — can get swept up in a broadly drafted assignment clause. Once assigned, it belongs to the client. You could find yourself unable to use your own methods on the next project.

Portfolio rights. Even where ownership of the finished work transfers, you can ask for the right to show it publicly, reference it as a case study, or use it in pitches. Most contracts do not include this. Most clients will agree to it if you ask. But you have to ask before you sign, not after.

What good looks like: the IP clause assigns the finished deliverables only. It carves out your background IP explicitly. It preserves your moral rights, or limits the waiver to specific uses. And it gives you a right to reference the project in your portfolio. Four protections. Most contracts contain none of them.

Risk 2: They can walk away without a reason, and you are left with nothing

Termination for convenience is standard in many client contracts. It means the client can end the project at any time, for any reason, with a few days’ notice.

What is rarely included alongside it is a kill fee. Compensation for the work you have already done, the time you have blocked out, the other projects you turned down.

Without a kill fee, you absorb the entire cost of their decision to stop. That is not a minor inconvenience. If you blocked out four weeks and they cancel on Monday, you have lost four weeks of revenue with no recourse.

What good looks like: a kill fee clause that pays a percentage of the remaining contract value, calculated on notice given. The shorter the notice, the higher the fee.

Risk 3: The payment clause gives them all the power

There are two ways a payment clause can be written to work against you, and many contracts contain both.

The first is a satisfaction trigger. “Payment due upon satisfactory completion of all deliverables.” This sounds reasonable until you think about who defines satisfactory. The client does. Which means the clock on your invoice does not start until they decide it should. I have seen this used to delay payment for months — not because the work was poor, but because the client had other priorities, or budget problems, or simply no urgency to sign off.

The second is ownership on delivery. If the IP clause says work transfers to the client upon delivery, you have handed over the asset before a penny has changed hands. The client now owns the work whether they pay you or not. You have no leverage.

These two clauses together - satisfaction-triggered payment, and ownership on delivery - are a very effective way to ensure the risk sits entirely with you.

What good looks like: payment triggered by delivery of agreed deliverables, not by the client’s satisfaction. A defined approval window after which payment falls due regardless. And IP transfer upon receipt of full payment, not on delivery. Those five words change everything about who holds the power when the invoice is due.

Risk 4: The NDA is covering your whole career

Non-disclosure agreements are normal. Most client work involves confidential information and it is reasonable to protect it.

The problem is when the NDA is drafted so broadly that it restricts you from discussing your own work, in contexts that have nothing to do with the client’s confidential information.

A clause that prevents you from including the work in your portfolio. A clause that prevents you from naming the client as a reference. A clause that effectively bans you from your own sector for a year.

These are not designed to protect confidentiality. They are designed to control your future.

What good looks like: an NDA that is specific about what is confidential and what is not. Portfolio use, case studies, and client references should be explicitly addressed.

Risk 5: The liability is unlimited, and it is all on you

Many client contracts include indemnity clauses that make the freelancer responsible for any loss, cost, or damage arising from the project.

Read that slowly. Any loss. Any cost. Any damage.

If a piece of copy has a factual error and the client faces a complaint, you could be on the hook. If the website goes live with a bug and the client loses a sale, you could be on the hook. If the project is late for reasons that are not entirely your fault, you could be on the hook.

Unlimited liability clauses are not rare. They are common. And most freelancers sign them without noticing.

What good looks like: your liability capped at the value of the contract. Anything beyond that is a risk you have not been paid to carry.

My friend has a new contract template now. She reads everything before she signs it. She asks questions. She adjusts terms where she needs to.

She told me it felt awkward at first. Like she was being difficult.

I told her: understanding what you are agreeing to is not difficult. It is just business.

Before your next contract, find out what it actually says.

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Louise

Originally published at beforeyousign.uk

She signed it that afternoon.

The trouble started around week six, when the original stakeholder went on leave and two others stepped in. The brief changed. Then it changed again. By month three, Sara was still designing. By month four, she had redrawn the core layouts six times. By month five, the project finally closed, the client said thank you, and Sara sent an invoice for the additional two months of work.

The agency said no.

They pointed to one sentence in the scope clause. Most people would have read it and moved on.

It said: ‘All work necessary to deliver to client satisfaction.’

Read it again. All work. Necessary. To client satisfaction.

There is no ceiling in that sentence. There is no limit on what “necessary” means, or who decides when satisfaction has been reached. The agency did not need to commission extra work in writing. They did not need to agree a rate. The clause handed them an open-ended obligation, and Sara had signed it without seeing what it actually said.

She paid a solicitor to confirm what she already suspected. She had no case. Two months of work, £4,200 in unpaid time, and a bill for the advice that explained why she could not recover any of it.

This is not a story about a bad client. The agency may have believed, genuinely, that Sara had agreed to see the project through. The clause supported them. That is the thing about badly drafted contracts — they do not have to be dishonest to be dangerous. They just have to be vague in the wrong direction.

The phrase all work necessary to deliver to client satisfaction sounds reasonable until a project goes sideways. It is soft and collaborative. It reads like a quality commitment. But in a dispute, soft language moves. It moves toward whoever has more time and money to argue about it. That is rarely the freelancer.

Here is what the clause should have said:

The Supplier shall perform the Services specified in Schedule 1 for the fixed fee set out in clause 4. Any additional work shall be agreed in writing and charged at the rate set out in Schedule 2.

The first sentence defines the box. The second sentence creates a door out of it. If the brief changes, if the stakeholders multiply, if the project runs five months instead of three, there is now a mechanism to bill for it. Not an argument. A mechanism. The contract itself says: extra work needs a new written agreement and a rate. No ambiguity. No one decides what “necessary” means.

Sara’s version had no door. It had a room with no walls.

When you receive a contract with a fixed fee, find the scope clause. Ask yourself: does this sentence have a ceiling? If a client changes the brief, does this language give you a way to charge for it? If the answer is no, that is the sentence to change before you sign. Not after.

Most contract problems are not complicated. They are just unread.

Louise

Here is what nobody tells you: contracts are deliberately hard to read. They are long. They are dense. They are written to protect the drafter, not the person signing. That is not an accident. That is the design.

For most people, there have only ever been two options.

Pay a solicitor you cannot afford. Or sign and hope.

BeforeYouSign exists because that is a false choice.

What Small Print is

Every month I take one clause, one situation, one real commercial risk, and explain exactly what it means and what you can do about it. No jargon. No hedging. Just clarity.

Not because the subject is simple. Because you deserve to understand it.

The people I talk to every week are not naive. They are freelancers, founders, consultants leaving corporate jobs, and small business owners who are smart in their field and facing a document that was deliberately designed to be confusing.

They signed without reading it properly. Something went wrong. Now they are chasing an invoice that is ninety days overdue, stuck in a project that will not end, or blocked from working in their own industry for twelve months because of a clause they did not understand.

Small Print is for them. And for anyone who has ever signed something and quietly wondered what it actually meant.

What BeforeYouSign does

BYS reads your contract before you sign it. It tells you what the payment terms actually say. What happens if the client changes their mind. Whether you own the work when the project ends. What you are on the hook for if something goes wrong.

It does not give you legal advice. It gives you commercial clarity. The kind that used to cost £300 an hour and two weeks of waiting. You get it in minutes.

The first cohort of founding users is now closed. Cohort 2 opens this summer — twenty seats, by application. Free contract reviews are available to anyone on the site.

Find out more at beforeyousign.uk.

How to use this space

Between issues I will be on Notes. Three kinds: the clause to check in the contract sitting in your inbox right now, the pull quote that landed me in the right room with the wrong document, and the story of building all of this in public.

The comments and DMs are where the community lives. If you have a question about something you have been handed to sign, ask it. If you have been burned by a contract you did not fully understand, and most people have at some point, this is a good place to talk about it.

Subscribe so you do not miss an issue.

Tell me. What is the one clause in a contract you have signed — or are being asked to sign — that you have never fully understood? Drop it in the comments. I will answer every one.

And if you know a freelancer or founder who has never actually read a contract properly, send them this. They will thank you later.

Louise

^{Founder, BeforeYouSign · Writer, Small Print}

Someone, usually a freelancer or a small founder, comes to me after something has gone wrong. The project has dragged on for six months. The client has not paid. The work is done but the invoice is sitting there, unpaid, and they do not know what to do next.

The first thing I ask is: what does your contract say? And the answer, more often than not, is one of three things.

"I do not have a contract." Or: "I used a template I found online." Or: "I signed theirs. I did not read it properly."

That last one is the one that matters most.

The document you did not read is running your business

Here is what I want you to understand. When you sign a contract, even one you barely looked at, even one that seemed like a formality, you are agreeing to a set of rules. Those rules govern when you get paid, what happens if the project changes, who owns the work when it is done, and what you are liable for if something breaks.

You are not just agreeing to do the work. You are agreeing to the terms under which the relationship ends.

Most people do not think about that when they sign. They think about the project. The fee. The start date. They think everything will go fine.

Sometimes it does. But when it does not, the contract is the only thing standing between you and a very expensive problem.

What commercial clarity actually means

I did not start BeforeYouSign to turn freelancers into lawyers. I started it because the information in your contract, the commercial reality of what you are agreeing to, should not be locked away behind £300-an-hour professional fees. When you read a contract with commercial clarity, you are not looking for obscure legal categories. You are asking four questions:

• When do I actually get paid, and what triggers that?

• What happens to the scope of this project, and who decides?

• What am I on the hook for if something goes wrong?

• Who owns the work?

Those questions have answers. They are in the document. BYS finds them and tells you what they mean in plain terms.

What this newsletter is

Small Print is for the people who actually have to sign contracts.

Every month, I take one situation. One clause. One commercial risk that I see freelancers, founders and SMEs walking into without realising, and I tell you what it is, what it costs, and what good looks like. Not to scare you. To make you stronger. You just need the information.

Between issues you will also find shorter Notes, contract by contract, and occasional pieces from the I am not an entrepreneur series, covering the story of building BeforeYouSign in public, in the evenings, while running a global legal function by day.

If you have a contract sitting in your inbox right now and you are not sure what it says, do not sign it until you know. Upload it at BeforeYouSign and find out in minutes.

Welcome to Small Print.

Louise