Analyse d'exemple (rédigée en anglais)
Freelance / Independent Contractor Agreement
Freelance Service Agreement
Atlas Retail Group BV — Client · You (the undersigned) — Contractor (freelance designer)
L'essentiel
This is a €12,000 brand identity project for a retail client — and one of the riskiest freelance contracts we see in the wild. The payment structure is the core problem: 80% of your fee is due only after the client 'accepts' the work, acceptance requires unlimited free revisions until they're satisfied, and even then they have 90 days to pay. Meanwhile, they own everything you create the moment you create it — paid or not — and can cancel with 7 days' notice paying nothing for work in progress. Your liability is unlimited; theirs is capped. And an exclusivity clause bans you from the entire retail sector for 6 months. As written, you could work for months, get nothing, and lose the rights to your own drafts. Do not sign without changes.
Signaux d'alerte
80% of your fee gated behind unlimited free revisions
Critique· FinancierClauses 2 + 4 combine into a trap: €9,600 is payable only on written acceptance, acceptance has no deadline, and you owe unlimited free revisions until it happens — then 90 more days to actually get paid.
Ce qu'il faut demander
Milestone payments (30/30/30/10), max 2 revision rounds per deliverable, deemed acceptance after 10 business days of silence, 30-day payment terms.
They own everything you create — even if they never pay
Critique· Propriété intellectuelleIP transfers 'upon creation, regardless of payment status', including drafts and rejected concepts. Cancel + keep-everything is a real scenario under clause 7.
Ce qu'il faut demander
IP transfers on payment in full; rejected concepts and drafts remain yours; portfolio rights retained.
Unlimited personal liability on a €12,000 project
Critique· ResponsabilitéYou indemnify the client against 'all claims of any kind, without limitation' while their liability is capped at fees paid. The downside risk is wildly disproportionate to the fee.
Ce qu'il faut demander
Mutual liability cap at fees paid/received; exclude consequential damages; indemnity limited to third-party IP claims.
Cancellation pays nothing for work in progress
Critique· Résiliation7 days' notice, payment only for 'accepted' deliverables — and they control acceptance. Months of work could yield only the €2,400 deposit, while they keep the files.
Ce qu'il faut demander
Payment for all work performed to date plus a 20–25% kill fee on termination for convenience.
Banned from the retail sector for 6 months
Élevé· Non-concurrenceAn uncompensated exclusivity covering an entire industry, extending half a year past the project.
Ce qu'il faut demander
Delete, or narrow to named direct competitors during the project only — or charge for it.
90-day payment terms, and you can't pause work
Élevé· FinancierTriple the EU-default 30 days, combined with a ban on suspending services over unpaid invoices — removing your only real leverage.
Ce qu'il faut demander
30-day terms with statutory late-payment interest; right to suspend after 15+ days of arrears.
Échéances clés
- Invoice payment due — 90 days
Track every invoice date: payment is due 90 days after receipt, and as drafted there's no penalty for the client paying late. Chase in writing from day 91.
- Retail exclusivity ends
6 months after the project ends, you're free to take retail-sector clients again — calendar it the day the project closes.
Les dates auxquelles vous devez agir. Un clic les ajoute à votre agenda.
Faits essentiels
- Project fee
- €12,000 (20% upfront, 80% on acceptance)
- Payment terms
- 90 days after invoice
- Revisions
- Unlimited, free, until client accepts
- IP transfer
- On creation, regardless of payment
- Your liability
- Unlimited; client's capped at fees paid
- Exclusivity
- No retail-sector clients for 6 months after
- Governing law
- Netherlands (Amsterdam courts)
Clause par clause
1. Services
Faible· AutreCe que dit le contrat
“The Contractor shall design and deliver a complete brand identity package for the Client, including logo, brand guidelines, and marketing collateral, as further described in the Statement of Work ("SOW").”
Ce que ça signifie
You're designing a full brand identity: logo, guidelines, marketing materials. The real scope lives in the SOW — which you must see and pin down before signing, or 'marketing collateral' can quietly grow forever.
Conseil de négociation
Attach a precise SOW with itemized deliverables and quantities (e.g. '3 logo concepts, 2 revision rounds each, 24-page guideline document'). Anything beyond it is a paid change request.
2. Fees — 80% held hostage
Critique· FinancierCe que dit le contrat
“The total fee for the Services is EUR 12,000, payable as follows: 20% upon signing; 80% upon final acceptance of all deliverables by the Client.”
Ce que ça signifie
You get €2,400 to start. The remaining €9,600 arrives only after the client formally accepts everything — and clause 4 lets them withhold acceptance indefinitely. Combined with 90-day payment terms, you could see the bulk of your money 6+ months after starting, or never.
Conseil de négociation
Restructure to milestones: e.g. 30% on signing, 30% on concept approval, 30% on delivery of finals, 10% on acceptance. Each milestone invoiced as completed — never leave 80% hanging on a subjective end state.
3. Payment Terms — 90 days
Élevé· FinancierCe que dit le contrat
“The Client shall pay undisputed invoices within ninety (90) days of receipt. The Contractor shall not suspend Services on account of pending invoices.”
Ce que ça signifie
Even once an invoice is undisputed, they can sit on it for three months — and you're contractually forbidden from pausing work over unpaid bills. EU late-payment rules default to 30 days (60 max by agreement in B2B); 90 is far outside the norm.
Conseil de négociation
Ask for 30 days (cite the EU Late Payment Directive), statutory late-payment interest, and delete the no-suspension sentence — the right to pause work on serious non-payment is your main leverage.
4. Acceptance and Revisions — the infinite loop
Critique· FinancierCe que dit le contrat
“Deliverables are subject to the Client's acceptance, which shall not be deemed given until the Client confirms in writing... The Contractor shall provide revisions as requested by the Client until acceptance is achieved, at no additional cost.”
Ce que ça signifie
There's no limit on revisions and no deadline for acceptance. The client can request round after round of free changes forever, and until they say 'accepted' in writing, your €9,600 doesn't exist. This is the mechanism that turns clause 2 into a trap.
Conseil de négociation
Cap revisions (e.g. 2 rounds per deliverable; more at your day rate) and add deemed acceptance: deliverables count as accepted if the client doesn't send written, specific objections within 10 business days.
5. Intellectual Property — everything, immediately, even unpaid
Critique· Propriété intellectuelleCe que dit le contrat
“All work product, including drafts, concepts, and rejected proposals, shall become the exclusive property of the Client upon creation, regardless of payment status. The Contractor waives all moral rights in the work product.”
Ce que ça signifie
The instant you sketch something, it belongs to the client — even drafts and ideas they rejected, and even if they never pay you. If they cancel (clause 7), they keep everything you made for free. You also waive moral rights (credit/attribution). IP should transfer when money arrives, not before.
Conseil de négociation
Standard protection: 'IP in accepted deliverables transfers upon payment in full.' Rejected concepts and drafts remain yours (they're your portfolio and future raw material). Keep the right to show the work in your portfolio.
6. Indemnification and Liability — unlimited, one-way
Critique· ResponsabilitéCe que dit le contrat
“The Contractor shall indemnify and hold harmless the Client against all claims... without limitation. The Contractor's liability under this Agreement is unlimited. The Client's total liability shall not exceed the fees actually paid.”
Ce que ça signifie
If anything connected to this project goes wrong, you cover ALL the client's costs with no ceiling — a €12,000 project could expose you to a €500,000 claim. Meanwhile their liability to you is capped at what they've already paid. On a one-sided cancellation, that could be €2,400.
Conseil de négociation
Cap your liability at the fees received under the agreement (the standard professional norm), exclude indirect/consequential damages, and limit indemnification to third-party IP-infringement claims caused by your work — not 'all claims of any kind'.
7. Termination for Convenience — free cancellation
Critique· RésiliationCe que dit le contrat
“The Client may terminate this Agreement at any time and for any reason with seven (7) days' notice... Work in progress shall not be compensated.”
Ce que ça signifie
The client can cancel anytime with a week's notice and pay only for deliverables already formally accepted. Since acceptance is entirely in their control (clause 4), they could cancel the day before accepting anything — after months of your work — and owe you just the €2,400 deposit. And clause 5 says they keep all that work.
Conseil de négociation
On termination for convenience: payment for all work performed to date (at pro-rata or day rate) plus a kill fee (commonly 20–25% of the remaining fee). This is standard in creative-industry contracts.
8. Exclusivity — locked out of retail
Élevé· Non-concurrenceCe que dit le contrat
“During the term of this Agreement and for six (6) months thereafter, the Contractor shall not provide similar services to any company operating in the retail sector.”
Ce que ça signifie
During the project AND for 6 months after, you can't do design work for any retail company — a huge slice of a freelance designer's market — with no compensation for the restriction. Exclusivity is an employee-style obligation; freelancers charge extra for it if they accept it at all.
Conseil de négociation
Delete it, or narrow to direct competitors named in an annex, during the project only. If they insist on 6 months post-project, price it in — exclusivity has a cost.
9. Independent Contractor Status
StandardCe que dit le contrat
“The Contractor is an independent contractor and shall be solely responsible for all taxes, social contributions, and insurance.”
Ce que ça signifie
You handle your own taxes and insurance — completely normal for freelancing. Just make sure your rate accounts for it, and note the irony: they want employee-style exclusivity (clause 8) while disclaiming employer obligations here.
10. Governing Law
Faible· Règlement des litigesCe que dit le contrat
“This Agreement is governed by the laws of the Netherlands. Disputes shall be submitted to the courts of Amsterdam.”
Ce que ça signifie
Dutch law, Amsterdam courts. Reasonable given the client is Dutch — but factor in that enforcing payment might mean litigating abroad, which strengthens the case for milestone payments (money in hand beats claims in court).
Conseil de négociation
If you're not in the Netherlands, milestone payments matter even more — collecting a foreign judgment is slow and costly.
Questions à poser avant de signer
- 1Can we restructure payment into milestones so work delivered is work paid?
- 2How many revision rounds are included, and what happens after — can we set my day rate for extras?
- 3Will you accept deemed acceptance if there's no written feedback within 10 business days?
- 4Can IP transfer happen upon full payment rather than upon creation?
- 5Can we cap my liability at the project fee, as is standard?
- 6If you cancel mid-project, will you pay for work performed to date plus a kill fee?
- 7Is the retail exclusivity negotiable — or compensated?
- 8Can payment terms be 30 days in line with the EU Late Payment Directive?
Le jargon juridique, décodé
- Statement of Work (SOW)
- The annex that defines exactly what you'll deliver. The contract sets the rules; the SOW sets the scope. Vague SOW = unpaid scope creep.
- Deemed acceptance
- A protective mechanism: if the client doesn't object in writing within a set period, the deliverable counts as accepted automatically.
- Kill fee
- A cancellation fee compensating a freelancer when a client terminates for convenience — commonly 20–50% of the remaining project fee in creative industries.
- Indemnification
- A promise to cover someone else's losses if certain things go wrong. 'Unlimited' indemnification means no ceiling on what you might owe.
- Moral rights
- An author's rights to attribution and to object to distortions of their work — separate from ownership. Waivable in some countries, not in others.
- Termination for convenience
- The right to end a contract without any breach — 'just because'. Fair only when paired with payment for work done and often a kill fee.
Généré par Fair Contracts le 17 octobre 2026 par analyse automatisée par IA. Une analyse automatisée peut passer à côté de quelque chose ou se tromper.
Fair Contracts est un outil d'information, pas un conseil juridique, et son utilisation ne crée aucune relation avocat–client. Pour les décisions importantes, consultez un professionnel agréé dans votre pays.
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