Freelance design contract, question for the acceptance and refusal term.

SashaTseng·Oct 03, 2023

Hello Elpha community, I'm looking for someone with legal experience in freelance design contracts. I've received a brand design contract, and while it looks good overall, there's one section I'm not familiar with - "Acceptance and Refusal". Can anyone offer advice on how to ensure fairness for both the client and the designer? I think it could be a great opportunity for designers facing similar situations to learn together.

Below is the contract contents:

1. Acceptance. All Work Products shall be subject to acceptance by Client to verify that it is as anticipated by Client and satisfies the requirements set forth hereunder. Within [thirty (30)] days after the receipt of Work Products, Client will notify Designer in writing of its acceptance or refusal. In the event that Client fails to reject the Work Products within the aforementioned period, such Work Products shall be deemed accepted.

2. Refusal If Client rejects a Work Product, Designer will use best efforts to promptly correct the failures or remedy the deficiencies specified in the rejection notice at no additional cost to Client within ten (10) business days, which could be extended by mutual consent. The aforementioned Acceptance/rejection procedure shall be reapplied until such Work Product is Accepted; provided, however, that upon the second or any subsequent rejection, Client may terminate this Agreement by [seven (7) day-notice] unless the Work Product is Accepted during the notice period. The cost incurred from such termination hereunder shall be borne by Designer.

Much appreciated,

Sasha

Penina·Oct 04, 2023

As someone who has done years of freelance, I would be very wary of this. You need to be paid for your time. They may have had an experience of being snowjobbed by a designer and want to protect themselves, but I don't think this is a fair solution. The standard two revision rounds with an option to walk away if things are not working out by that point - and with you having at least been paid a 50% deposit - should be plenty of protection. I would check the latest standards (AIGA and Graphic Artists Guild are the resources I have used) to see if there is some new precedent, and then maybe ask them what their concerns are. If you can get a conversation going about it, you may be able to address their concerns or at least save yourself a big headache.

SashaTseng·Oct 06, 2023

Thanks Penina!

Brionna·Oct 04, 2023

Hey there, I have a flat-rate contract review service for B2B freelancers. I'd be happy to take a look at the contract and give you some negotiation pointers/strategies. You can fill out the inquiry form via my website if you're interested: https://www.theeverydaylawyer.co/

SashaTseng·Oct 06, 2023

Thank you, Brionna. We have settled this case already. I will keep your name in mind for future needs.

Brionna·Oct 10, 2023

Glad to hear it!

Lorilee202·Oct 04, 2023

I'm not a lawyer, however, I've worked in the brand and experience agency space for all of my career in leadership roles. The way that this is written appears to protect the employer from a longer commitment should you not meet the expectations of the client. It doesn't say you wouldn't be paid for the initial work so that's good, but you wouldn't get paid for changes to try and make a refusal an acceptance. There are a couple of things I would query back or outright change. I think they employer does have a right to cancel your contract for non-performance. But you are entitled to get paid for what you did. If the client is that adamant that you can't meet their expectations - take the money for the work u did and don't go through the effort of trying to please them. Accepting that scenario, you also shouldn't have to the eat requested changes in the course of delivering final work, they are a normal part of the process. I would make them further define "refusal to accept" so as not to equal alterations. I would also require an exception for incomplete or incorrect brief submission. We all know clients don't always know how to describe what they want. You should be protected as well to ambiguity. Good Luck.

SashaTseng·Oct 05, 2023

Thank you Lori!

Iynna·Oct 04, 2023

@ezbrizlax12 is your person! I believe she is also running an event, look at this https://elpha.com/posts/jnbsz03z/any-new-freelancers-contractors-consultants-out-there-have-questions-about-legal-stuff-for-your-business

SashaTseng·Oct 05, 2023

Thank you Iynna!