You have just landed your first corporate client and they have sent you a brief to review. Or you have taken on a subcontractor to help with overflow work and shaken hands on terms. Or you have started building a website and a colleague has mentioned you probably need a privacy policy. In each of these moments, the document you are about to use — or the one you have not written yet — is the thing that determines what happens when something goes wrong.
Contracts for a graphic design business do more than formalise a handshake. They establish who owns the work, what happens if a client wants changes six months after approval, and whether a person helping you on Tuesday is your employee or an independent contractor. Getting the document architecture right at the start is significantly cheaper than fixing it after a dispute.
Client agreement
A client agreement — sometimes called a services agreement or terms of engagement — is the contract between you and each person or business that pays for your design work. You would typically send a draft before a project starts, or present it as part of your onboarding process.
Scope of work and deliverables
The clause that causes more disputes than any other is the one that describes what you are actually delivering. A vague description ("logo design and branding materials") invites argument. A precise one lists the number of initial concepts, the number of revision rounds, the file formats on delivery, and the resolution or size specifications. Consider specifying explicitly:
- how many initial design concepts you will present
- how many rounds of amendments are included in the fee
- what constitutes a "revision" versus a "new brief"
- the format, resolution, and version of final files
If you intend to retain working files (layered PSDs, editable AI files), say so. If the client expects to receive them, that expectation needs to be in the contract — it affects both pricing and IP.
Payment terms
This clause covers how much, when, and what happens if payment is late. Standard approaches for creative services include a deposit before work begins (often 25–50%), a progress payment at a milestone, and a final payment on delivery. Specify whether delivery is conditional on receipt of the final payment — if the contract is silent, the position at law may be less clear.
Also address:
- whether you charge interest on late invoices (and at what rate)
- whether you pause work if a payment is overdue
- what happens to ownership of deliverables if the client has not paid in full (a common drafting choice is that copyright remains with you until full payment is received)
Intellectual property and copyright ownership
This clause is where most client agreements for design businesses fall short. Under s 35(2) of the Copyright Act 1968 (Cth), the author of an original artistic work is the first owner of the copyright in that work. If you created it, you own it — unless the agreement says otherwise.
Most clients assume they will own the designs outright once they pay. Without an IP assignment or licence clause, that assumption is wrong. You have three options to address this:
- Full assignment: you transfer all copyright to the client on payment of the final invoice. The client owns the work absolutely. You retain nothing.
- Exclusive licence: you retain copyright but grant the client the right to use the work in defined ways (territory, medium, duration). You can still use the design in your portfolio; the client cannot prevent others from using it unless the licence is exclusive.
- Non-exclusive licence: you retain copyright and can license the same or similar work to others. Typically used for stock-style elements incorporated into a custom design.
Be clear about whether the licence or assignment covers derivative works — a client who commissions a logo will expect to be able to adapt it for merchandise without seeking your permission each time.
If your agreement uses a full assignment, include a clause confirming the work was created specifically for the client and qualifies as an original work for the purposes of the Copyright Act 1968 (Cth). Also address what happens to copyright if the project is cancelled before delivery.
Variation and change management
Design clients frequently change their minds. A clear variation clause sets out the process for requesting changes, how variations are priced, and whether verbal instructions are accepted. The default position should be that variations outside the agreed scope require a written change order (even an email confirmation) before work proceeds. Without this, you may find yourself defending a scope-of-work dispute with no documentation to rely on.
Liability and indemnity
A well-drafted limitation of liability clause caps what you can be held responsible for in the event things go wrong. Common approaches:
- limit your total liability to the fees paid under the particular project
- exclude liability for indirect or consequential loss (loss of profits, loss of business opportunity)
- specify that you are not liable if the client provides incorrect information (for example, incorrect trademarked material that you incorporate in good faith)
The flip side is an indemnity from the client. If the client provides you with text, images, or branding that infringes a third party's intellectual property and you incorporate it into a design, you should not be the one paying the damages. A client indemnity clause shifts that risk back where it belongs.
Note that the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) imposes non-excludable consumer guarantees on services. A liability exclusion cannot override those guarantees where they apply. Businesses engaging your services may have fewer protections than individual consumers, but take care not to draft exclusions so broad they are unenforceable.
Termination
Specify who can end the agreement, on what notice, and what payment is owed on termination. A common approach is to entitle you to payment for work completed up to the termination date, plus a kill fee (a percentage of the remaining fee) if the client terminates for convenience. Without a termination clause, the default position at common law gives either party the right to terminate for breach — but not always for convenience.
Supply agreement
If your business relies on third-party suppliers — print production, photography, stock libraries, web developers — a supply agreement governs what they must deliver and on what terms.
The key risk without a supply agreement is being caught between a supplier who has failed to deliver and a client who is holding you responsible. A well-drafted supply agreement should address:
- the specification and quality standard for the goods or services being supplied
- delivery deadlines, and what happens if the supplier misses them
- payment terms to the supplier
- liability where the supplier's failure causes you to breach your client agreement
Where a supplier presents their own terms, read them carefully before signing. Supplier terms are written to protect the supplier, not you.
Employment agreement
If you engage people to work in your business and they are employees — rather than contractors — you need an employment agreement that complies with the Fair Work Act 2009 (Cth) and any applicable modern award.
Employment agreements must not undercut the National Employment Standards or award minimums. Beyond the statutory floor, a well-drafted agreement will address:
- the employee's role, duties, and reporting line
- ordinary hours, any flexibility provisions, and overtime
- remuneration, including whether the rate is inclusive of any award entitlements
- superannuation — under the Superannuation Guarantee (Administration) Act 1992 (Cth), you are required to contribute at least 12% of ordinary time earnings to an eligible superannuation fund (the rate from 1 July 2025)
- leave entitlements (annual leave, personal/carer's leave, parental leave)
- confidentiality and IP assignment (ensuring that designs created by employed designers are owned by the business under s 35(6) of the Copyright Act 1968 (Cth), which vests copyright in an employer where a work is made by an employee in the course of employment)
- termination — notice periods, summary dismissal grounds, post-employment obligations
Independent contractor agreement
Many graphic design businesses supplement their capacity with freelance designers brought in for specific projects. Using an independent contractor agreement is appropriate only where the person is genuinely operating their own business.
Misclassifying an employee as a contractor is sham contracting — conduct prohibited under ss 357–359 of the Fair Work Act 2009 (Cth). Section 357 prohibits representing an employment relationship as an independent contracting arrangement. The Fair Work Ombudsman can investigate and courts can impose substantial penalties. The test for whether a person is an employee or a contractor turns on the totality of the working relationship, not merely on what the contract says.
A genuine independent contractor agreement should:
- describe the specific services to be performed and the deliverables expected
- set the fee and payment schedule
- confirm that the contractor is responsible for their own tax, superannuation, and insurance
- require the contractor to have (and maintain) the licences needed to perform the work — for example, licences for the design software they use
- address IP ownership — absent an assignment clause, the contractor owns the copyright in any work they create, even if you paid for it
The agreement can include a master services agreement for the ongoing relationship and individual work orders for each project, so you are not rewriting a fresh contract each time a new brief arises.
Website terms of use and privacy policy
If your graphic design business has a website — including a portfolio site — you need a terms of use document and, if you collect personal information from visitors, a privacy policy.
Terms of use
Your website terms of use establish the basis on which visitors use your site. They typically address:
- intellectual property: who owns the content on the site (you do) and what visitors may and may not do with it
- disclaimer of accuracy: for example, that portfolio images are illustrative of past work and do not guarantee the same output for a new client
- limitation of liability for the site's content
Privacy policy
The Privacy Act 1988 (Cth) and the Australian Privacy Principles govern how APP entities collect, hold, use, and disclose personal information. A privacy policy must describe what information you collect, how you use it, whether you disclose it to third parties, and how individuals can access or correct their information.
If your business has an annual turnover above $3 million, you are an APP entity and must comply. Below that threshold, a small business exemption currently applies to many businesses — but collecting personal information via the website (email addresses for a newsletter, for example) is good practice to document in a privacy policy regardless of whether you are legally obliged to have one. The small business exemption is also under active policy review, and the direction of reform is toward broader coverage.
Optional and situational clauses
Depending on how your business operates, consider adding:
- Moral rights waiver: Under the Copyright Act 1968 (Cth), the creator of a work has moral rights, including the right of attribution and the right of integrity. A client who intends to modify or rebrand your work may ask for a consent to that treatment. Include a clause addressing this rather than leaving it unresolved.
- Confidentiality clause: If clients share commercially sensitive briefs, branding strategy documents, or unreleased product information with you, a mutual confidentiality clause protects both sides.
- Portfolio and promotional use right: Without it, you may not have the right to show the work in your portfolio or use it in awards submissions. This is particularly relevant where a client has taken a full assignment of copyright.
- Dispute resolution clause: Specifying mediation before litigation can save both parties the cost of court proceedings. Nominate the jurisdiction and governing law.
- Force majeure: If circumstances outside your control (supply chain failure, natural disaster) prevent you from delivering on time, this clause defines what happens and limits your liability for delays.
How Artificer Legal can help
The clauses above are the mechanism, but the drafting choices are where the risk actually sits. Generic templates frequently misstate the IP position, omit workable variation procedures, or use limitation of liability language that does not operate as intended under Australian law.
An Artificer Legal practitioner reviewing or drafting your contracts will:
- identify whether your existing client agreement actually transfers IP in the way you intend — or leaves copyright with you when you intended to assign it
- assess whether your contractor arrangements would survive a Fair Work Ombudsman inquiry into sham contracting
- ensure your employment agreements sit above the applicable award floor and comply with the National Employment Standards
- review any supplier terms presented to you before you sign them
- draft a privacy policy that reflects what your site actually does, rather than a generic template that may over-disclose or under-explain
If you are starting out, the most efficient approach is to build the client agreement and contractor agreement at the same time — the IP provisions need to be consistent across both documents.
The IP ownership clause is the one most often misdrafted
Of all the clauses in a graphic design client agreement, the IP ownership clause is the one most often misdrafted and the one with the longest-lasting consequences. A client who has paid in full and launched a rebrand around your logo design has a legitimate expectation of ownership. If your agreement was silent, or assigned rights only on conditions you did not meet, the dispute that follows is expensive for both parties and often resolved in the client's favour on equitable grounds even where the legal position is uncertain.
The single most important drafting choice in a graphic design practice is deciding, as a deliberate business decision, whether you are in the business of assigning copyright or licensing it — and then making sure every client agreement, every contractor agreement, and every employment agreement is consistent with that choice. Everything else in the document can be patched. A fundamental misalignment in IP strategy cannot.
Having the right contracts in place allows you to focus on the work itself — knowing that the working relationships, deliverables, payment terms, and ownership of what you create are clearly documented. Your client agreements govern what you produce and who owns it. Your contractor and employment agreements govern who produces it and what obligations they carry. Your supply agreement protects you when third parties let you down. And your website terms and privacy policy ensure your online presence does not create liability it was never meant to carry.