<?xml version="1.0" encoding="UTF-8"?><rss xmlns:dc="http://purl.org/dc/elements/1.1/" xmlns:content="http://purl.org/rss/1.0/modules/content/" xmlns:atom="http://www.w3.org/2005/Atom" version="2.0" xmlns:itunes="http://www.itunes.com/dtds/podcast-1.0.dtd" xmlns:googleplay="http://www.google.com/schemas/play-podcasts/1.0"><channel><title><![CDATA[Louise Onikoyi]]></title><description><![CDATA[The legal small print most people skip. Explained plainly, for the people who sign it.]]></description><link>https://smallprint.beforeyousign.uk</link><image><url>https://substackcdn.com/image/fetch/$s_!pLod!,w_256,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F0adf9283-2fd1-4a62-909c-70263ca63415_1000x1000.png</url><title>Louise Onikoyi</title><link>https://smallprint.beforeyousign.uk</link></image><generator>Substack</generator><lastBuildDate>Wed, 10 Jun 2026 00:37:28 GMT</lastBuildDate><atom:link href="https://smallprint.beforeyousign.uk/feed" rel="self" type="application/rss+xml"/><copyright><![CDATA[Louise Onikoyi]]></copyright><language><![CDATA[en-gb]]></language><webMaster><![CDATA[louiseonikoyi@substack.com]]></webMaster><itunes:owner><itunes:email><![CDATA[louiseonikoyi@substack.com]]></itunes:email><itunes:name><![CDATA[Louise Onikoyi]]></itunes:name></itunes:owner><itunes:author><![CDATA[Louise Onikoyi]]></itunes:author><googleplay:owner><![CDATA[louiseonikoyi@substack.com]]></googleplay:owner><googleplay:email><![CDATA[louiseonikoyi@substack.com]]></googleplay:email><googleplay:author><![CDATA[Louise Onikoyi]]></googleplay:author><itunes:block><![CDATA[Yes]]></itunes:block><item><title><![CDATA[Five Risks in Freelance Contracts — From a GC Who Has Seen Thousands]]></title><description><![CDATA[Five red flags in freelance contracts that cost people real money]]></description><link>https://smallprint.beforeyousign.uk/p/five-red-flags-in-freelance-contracts</link><guid isPermaLink="false">https://smallprint.beforeyousign.uk/p/five-red-flags-in-freelance-contracts</guid><dc:creator><![CDATA[Louise Onikoyi]]></dc:creator><pubDate>Wed, 03 Jun 2026 21:31:52 GMT</pubDate><enclosure url="https://substackcdn.com/image/fetch/$s_!pLod!,w_256,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F0adf9283-2fd1-4a62-909c-70263ca63415_1000x1000.png" length="0" type="image/jpeg"/><content:encoded><![CDATA[<p><strong>Five red flags in freelance contracts that cost people real money</strong></p><p>Right. Let me tell you about my friend.</p><p>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 &#8212; a well-funded company, professional-looking brief, good rate. She was pleased to get it.</p><p>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.</p><p>She had signed those terms. They were in the contract. She just had not read them closely.</p><p>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.</p><p>It cannot. Here is what to look for.</p><div><hr></div><p><strong>Risk 1: You do not actually own your work</strong></p><p>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.</p><p>There are three things most people never check.</p><p><strong>Moral rights.</strong> 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.</p><p><strong>Background IP.</strong> The tools, processes, code, frameworks and methods you owned before this project started &#8212; your working toolkit &#8212; 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.</p><p><strong>Portfolio rights.</strong> 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.</p><p>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.</p><div><hr></div><p><strong>Risk 2: They can walk away without a reason, and you are left with nothing</strong></p><p>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&#8217; notice.</p><p>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.</p><p>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.</p><p>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.</p><div><hr></div><p><strong>Risk 3: The payment clause gives them all the power</strong></p><p>There are two ways a payment clause can be written to work against you, and many contracts contain both.</p><p>The first is a satisfaction trigger. &#8220;Payment due upon satisfactory completion of all deliverables.&#8221; 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 &#8212; not because the work was poor, but because the client had other priorities, or budget problems, or simply no urgency to sign off.</p><p>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.</p><p>These two clauses together - satisfaction-triggered payment, and ownership on delivery - are a very effective way to ensure the risk sits entirely with you.</p><p>What good looks like: payment triggered by delivery of agreed deliverables, not by the client&#8217;s satisfaction. A defined approval window after which payment falls due regardless. And IP transfer <strong>upon receipt of full payment,</strong> not on delivery. Those five words change everything about who holds the power when the invoice is due.</p><div><hr></div><p><strong>Risk 4: The NDA is covering your whole career</strong></p><p>Non-disclosure agreements are normal. Most client work involves confidential information and it is reasonable to protect it.</p><p>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&#8217;s confidential information.</p><p>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.</p><p>These are not designed to protect confidentiality. They are designed to control your future.</p><p>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.</p><div><hr></div><p><strong>Risk 5: The liability is unlimited, and it is all on you</strong></p><p>Many client contracts include indemnity clauses that make the freelancer responsible for any loss, cost, or damage arising from the project.</p><p>Read that slowly. Any loss. Any cost. Any damage.</p><p>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.</p><p>Unlimited liability clauses are not rare. They are common. And most freelancers sign them without noticing.</p><p>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.</p><div><hr></div><p>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.</p><p>She told me it felt awkward at first. Like she was being difficult.</p><p>I told her: understanding what you are agreeing to is not difficult. It is just business.</p><p>Before your next contract, find out what it actually says. </p><p><strong><a href="https://beforeyousign.uk/">beforeyousign.uk</a></strong></p><p>Louise</p><p><em>Originally published at beforeyousign.uk</em></p><div class="subscription-widget-wrap-editor" data-attrs="{&quot;url&quot;:&quot;https://smallprint.beforeyousign.uk/subscribe?&quot;,&quot;text&quot;:&quot;Subscribe&quot;,&quot;language&quot;:&quot;en-gb&quot;}" data-component-name="SubscribeWidgetToDOM"><div class="subscription-widget show-subscribe"><div class="preamble"><p class="cta-caption">Thanks for reading Small Print by BeforeYouSign! Subscribe for free to receive new posts and support my work.</p></div><form class="subscription-widget-subscribe"><input type="email" class="email-input" name="email" placeholder="Type your email&#8230;" tabindex="-1"><input type="submit" class="button primary" value="Subscribe"><div class="fake-input-wrapper"><div class="fake-input"></div><div class="fake-button"></div></div></form></div></div>]]></content:encoded></item><item><title><![CDATA[Small Print-Issue 2: The clause that ate five months of Sara's life]]></title><description><![CDATA[The brief came in on a Tuesday.]]></description><link>https://smallprint.beforeyousign.uk/p/small-print-issue-2</link><guid isPermaLink="false">https://smallprint.beforeyousign.uk/p/small-print-issue-2</guid><dc:creator><![CDATA[Louise Onikoyi]]></dc:creator><pubDate>Wed, 03 Jun 2026 07:01:39 GMT</pubDate><enclosure url="https://substackcdn.com/image/fetch/$s_!pLod!,w_256,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F0adf9283-2fd1-4a62-909c-70263ca63415_1000x1000.png" length="0" type="image/jpeg"/><content:encoded><![CDATA[<p>The brief came in on a Tuesday. Three months, fixed fee, one client stakeholder. Sara had done this before. She read the deliverables list, checked the payment terms, scanned the termination clause. The contract was four pages. It looked fine.</p><p>She signed it that afternoon.</p><p>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.</p><p>The agency said no.</p><p>They pointed to one sentence in the scope clause. Most people would have read it and moved on.</p><p>It said: <em>&#8216;All work necessary to deliver to client satisfaction.&#8217;</em></p><p>Read it again. All work. Necessary. To client satisfaction.</p><p>There is no ceiling in that sentence. There is no limit on what &#8220;necessary&#8221; 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.</p><p>She paid a solicitor to confirm what she already suspected. She had no case. Two months of work, &#163;4,200 in unpaid time, and a bill for the advice that explained why she could not recover any of it.</p><p>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 &#8212; they do not have to be dishonest to be dangerous. They just have to be vague in the wrong direction.</p><p>The phrase <em>all work necessary to deliver to client satisfaction</em> 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.</p><p>Here is what the clause should have said:</p><p><em>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.</em></p><p>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 &#8220;necessary&#8221; means.</p><p>Sara&#8217;s version had no door. It had a room with no walls.</p><p>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.</p><p>Most contract problems are not complicated. They are just unread.</p><p>Louise</p><div class="subscription-widget-wrap-editor" data-attrs="{&quot;url&quot;:&quot;https://smallprint.beforeyousign.uk/subscribe?&quot;,&quot;text&quot;:&quot;Subscribe&quot;,&quot;language&quot;:&quot;en-gb&quot;}" data-component-name="SubscribeWidgetToDOM"><div class="subscription-widget show-subscribe"><div class="preamble"><p class="cta-caption">Thanks for reading Small Print by BeforeYouSign! Subscribe for free to receive new posts and support my work.</p></div><form class="subscription-widget-subscribe"><input type="email" class="email-input" name="email" placeholder="Type your email&#8230;" tabindex="-1"><input type="submit" class="button primary" value="Subscribe"><div class="fake-input-wrapper"><div class="fake-input"></div><div class="fake-button"></div></div></form></div></div>]]></content:encoded></item><item><title><![CDATA[Small Print. Why I built this, and who it is for]]></title><description><![CDATA[Louise Onikoyi, Founder, BeforeYouSign]]></description><link>https://smallprint.beforeyousign.uk/p/why-substack-and-what-i-am-building</link><guid isPermaLink="false">https://smallprint.beforeyousign.uk/p/why-substack-and-what-i-am-building</guid><dc:creator><![CDATA[Louise Onikoyi]]></dc:creator><pubDate>Thu, 21 May 2026 22:05:29 GMT</pubDate><enclosure url="https://substackcdn.com/image/fetch/$s_!pLod!,w_256,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F0adf9283-2fd1-4a62-909c-70263ca63415_1000x1000.png" length="0" type="image/jpeg"/><content:encoded><![CDATA[<p>I have spent years as GC reading contracts like the ones you are being asked to sign. Boardrooms, deal calls, negotiation tables. I know how they are constructed. I know the clauses that look standard but are not. I know the sentences that seem like boilerplate until something goes wrong, and then they become the most expensive words in the document.</p><p>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.</p><p>For most people, the only options have been: pay a solicitor you cannot afford, or sign and hope. BeforeYouSign exists because that is a false choice.</p><p><strong>What Small Print is</strong></p><p>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.</p><p>Not because the subject is simple. Because you deserve to understand it.</p><p>The people I talk to every week are not naive. They are freelancers, founders, and small business owners who are smart in their field and facing a document that was deliberately designed to be confusing. Someone signed without reading it properly. Something went wrong. Now they are chasing payment, stuck in a project that will not end, or blocked from working in their own industry because of a clause they never understood.</p><p>Small Print is for them. And for anyone who has ever signed something and quietly wondered what it actually meant.</p><p><strong>What BeforeYouSign does</strong></p><p>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.</p><p>It does not give you legal advice. It gives you commercial clarity. The kind that used to cost &#163;300 an hour and two weeks of waiting. You get it in minutes.</p><p>Find out more at <strong><a href="https://beforeyousign.uk/">beforeyousign.uk</a></strong>.</p><p><strong>How to use this space</strong></p><p>Between issues I will be on Notes.  Shorter observations, things that do not need a full writeup but are worth a minute of your time.</p><p>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.</p><p>Subscribe so you do not miss an issue.</p><p>Then tell me: what is the biggest contract question you have right now? The one you have been sitting on, unsure who to ask. Drop it in the comments.</p><p>And if you know a freelancer or founder who has never actually read a contract properly, send them this. They will thank you later.</p><p>Louise</p><div class="subscription-widget-wrap-editor" data-attrs="{&quot;url&quot;:&quot;https://smallprint.beforeyousign.uk/subscribe?&quot;,&quot;text&quot;:&quot;Subscribe&quot;,&quot;language&quot;:&quot;en-gb&quot;}" data-component-name="SubscribeWidgetToDOM"><div class="subscription-widget show-subscribe"><div class="preamble"><p class="cta-caption">Thanks for reading Small Print by BeforeYouSign! Subscribe for free to receive new posts and support my work.</p></div><form class="subscription-widget-subscribe"><input type="email" class="email-input" name="email" placeholder="Type your email&#8230;" tabindex="-1"><input type="submit" class="button primary" value="Subscribe"><div class="fake-input-wrapper"><div class="fake-input"></div><div class="fake-button"></div></div></form></div></div>]]></content:encoded></item><item><title><![CDATA[Small Print-Issue 1: The conversation that started all of this]]></title><description><![CDATA[Louise Onikoyi, Founder, BeforeYouSign]]></description><link>https://smallprint.beforeyousign.uk/p/small-print-issue-1</link><guid isPermaLink="false">https://smallprint.beforeyousign.uk/p/small-print-issue-1</guid><dc:creator><![CDATA[Louise Onikoyi]]></dc:creator><pubDate>Sun, 17 May 2026 19:17:41 GMT</pubDate><enclosure url="https://substackcdn.com/image/fetch/$s_!pLod!,w_256,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F0adf9283-2fd1-4a62-909c-70263ca63415_1000x1000.png" length="0" type="image/jpeg"/><content:encoded><![CDATA[<p><em>I want to tell you about a conversation I have had more times than I can count.</em> </p><p>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. </p><p>The first thing I ask is: <em>what does your contract say?</em> And the answer, more often than not, is one of three things. </p><p>"<em>I do not have a contract</em>." Or: "<em>I used a template I found online</em>." Or: "<em>I signed theirs. I did not read it properly</em>." </p><p>That last one is the one that matters most. </p><p><strong>The document you did not read is running your business</strong> </p><p>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. </p><p>You are not just agreeing to do the work. You are agreeing to the terms under which the relationship ends. </p><p>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. </p><p>Sometimes it does. But when it does not, the contract is the only thing standing between you and a very expensive problem. </p><p><strong>What commercial clarity actually means</strong> </p><p>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 &#163;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: </p><ul><li><p>When do I actually get paid, and what triggers that? </p></li><li><p>What happens to the scope of this project, and who decides? </p></li><li><p>What am I on the hook for if something goes wrong? </p></li><li><p>Who owns the work? </p></li></ul><p>Those questions have answers. They are in the document. BYS finds them and tells you what they mean in plain terms. </p><p><strong>What I want this newsletter to be </strong></p><p>Every month, I will take one situation, one clause, one commercial risk that I see freelancers and founders walking into without realising. I will 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. That is what this newsletter is for. 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.uk](https://beforeyousign.uk) and find out in minutes.</p><p>Welcome to Small Print.</p><p>Louise</p><div class="subscription-widget-wrap-editor" data-attrs="{&quot;url&quot;:&quot;https://smallprint.beforeyousign.uk/subscribe?&quot;,&quot;text&quot;:&quot;Subscribe&quot;,&quot;language&quot;:&quot;en-gb&quot;}" data-component-name="SubscribeWidgetToDOM"><div class="subscription-widget show-subscribe"><div class="preamble"><p class="cta-caption"></p></div><form class="subscription-widget-subscribe"><input type="email" class="email-input" name="email" placeholder="Type your email&#8230;" tabindex="-1"><input type="submit" class="button primary" value="Subscribe"><div class="fake-input-wrapper"><div class="fake-input"></div><div class="fake-button"></div></div></form></div></div><div class="subscription-widget-wrap-editor" data-attrs="{&quot;url&quot;:&quot;https://smallprint.beforeyousign.uk/subscribe?&quot;,&quot;text&quot;:&quot;Subscribe&quot;,&quot;language&quot;:&quot;en-gb&quot;}" data-component-name="SubscribeWidgetToDOM"><div class="subscription-widget show-subscribe"><div class="preamble"><p class="cta-caption">Thanks for reading Small Print by BeforeYouSign! Subscribe for free to receive new posts and support my work.</p></div><form class="subscription-widget-subscribe"><input type="email" class="email-input" name="email" placeholder="Type your email&#8230;" tabindex="-1"><input type="submit" class="button primary" value="Subscribe"><div class="fake-input-wrapper"><div class="fake-input"></div><div class="fake-button"></div></div></form></div></div>]]></content:encoded></item></channel></rss>