Small Print-Issue 2: The clause that ate five months of Sara's life
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.
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