Vendor, agency and freelance contracts
Business-to-business, which means the consumer rules mostly do not save you. Indemnities without a cap, payment terms that depend on someone else paying, and work held hostage.
7 traps
Every trap Redline looks for
Late and conditional payment is the single most common freelancer loss (the reason NYC, NY State, Illinois and California passed 'Freelance Isn't Free' laws); a pay-when-paid clause makes…
A $3,000 design job can carry six-figure exposure if a stock image or library turns out to be unlicensed; 1% per day is 365% per year — a two-week slip on a 1 000 000 ₽ project wipes out…
Business customers are outside almost every consumer auto-renewal law — miss the window by a day and you owe another full year; clients pay for hours never delivered and cannot claw back…
You can lose the reusable code, templates and know-how your business runs on and face infringement claims from a former client for re-using your own tools; portfolio rights are a…
For the freelancer: months of work can be cancelled with nothing owed and no 'kill fee'; for the SMB client: a fee equal to the whole remaining term turns a 12-month agency contract into a…
Your website, your brand's domain, your ad history and your customer data can be switched off or held for ransom the moment you dispute an invoice or try to leave; re-creating a domain and…
For subcontractors and platform freelancers this removes your best future clients — the ones you just met through the work — and the fixed fee is usually enforced (Freelancer.com: up to…
What it looks like in a contract
Redline matches these phrases against your document verbatim. Drafters rarely invent new wording — they copy it, which is why the same sentences turn up across unrelated contracts.
- net 60Long, conditional payment terms
- indemnify, defend and hold harmlessOne-sided unlimited liability
- shall automatically renewEvergreen B2B auto-renewal
- all right, title and interestOverbroad IP assignment
- Client may terminate this Agreement at any time for convenienceExit asymmetry, one side locked in
- domain names registered by AgencyAgency holds your assets hostage
Is it enforceable where you are
B2B terms get much less protection: in the UK, UCTA 1977 s.3 tests standard terms for reasonableness; in the EU, the Late Payment Directive 2011/7 caps payment terms and P2B Regulation 2019/1150 applies to platforms.
- Cited
- Freelance Isn't Free Act
- SB 988
- §242 BGB
- §271a BGB
- §634a BGB
- §640 BGB
- Directive 2011/7/EU
- HGCRA 1996 s.113
- ст. 328
- ст. 395 ГК
- ст. 432
- ст. 720
- ст. 722
- ст. 779
Check your own contract
A lease hides different things from a loan agreement, and a privacy policy hides different things again. Pick the document on your desk and see what usually goes wrong in it.