Client Terms and Conditions for Digital Agencies

What a good one includes

• A clear intellectual property clause that specifies when ownership of deliverables transfers to the client, typically only after final payment is received in full.
• A detailed out-of-scope work provision that outlines how extra features, late revisions, or additional requests will be estimated and billed.
• Transparent payment terms detailing billing schedules, deposit requirements, accepted payment methods, and late fees or project suspension triggers for unpaid invoices.
• A clear cancellation and termination policy that defines notice periods, kill fees, and how work-in-progress is handled if either party ends the relationship early.
• Robust limitation of liability and indemnification clauses tailored to digital deliverables like software bugs, server downtime, or third-party integrations.
• A client cooperation clause specifying their obligations to provide timely feedback, assets, and approvals, along with consequences for project delays caused by their inaction.

Common mistakes to avoid

• Copying a generic legal template from a different industry that doesn't account for digital agency realities like software licensing, API changes, or hosting.
• Failing to state that intellectual property remains yours until the final invoice is paid, which leaves you without leverage if a client ghosts on a project.
• Omitting a structured change-order process, forcing you to absorb the costs of "quick changes" that slowly destroy your profit margins.
• Neglecting to define clear acceptance testing windows, allowing clients to delay final sign-off and payment indefinitely by raising minor feedback weeks after delivery.

Frequently asked questions