Interior designer client agreement — the clauses that actually matter

You have a prospective client, a scope in your head, and a mood board underway. At some point — ideally before any of that — a document lands: a client agreement. You may have written it yourself, pulled a template off the internet, or had a lawyer put one together years ago when you launched. Either way, you are about to sign something that will govern every dollar, every deliverable, and every dispute for the life of the project.

An interior designer's client agreement is typically a composite document: a proposal that records the specific scope and products for this engagement, paired with terms and conditions that deal with the legal mechanics that apply regardless of what the brief says. The proposal changes with every client. The terms and conditions should remain stable — and they should be built properly.

What the scope clause has to pin down

The scope clause is where most disputes originate. It defines what you are doing, which means it also defines what you are not doing — and that boundary is the one your client will test.

A well-drafted scope clause records:

the services you will provide (concept, documentation, procurement, site visits, contractor coordination — only what you have agreed);
the products or goods you will source or supply, if any;
what requires a separate engagement or written variation to be in scope; and
how the initial brief is captured and confirmed — typically through a signed proposal or a written scope confirmation before work begins.

The trap here is vagueness. Phrases like "full interior design service" or "end-to-end project management" mean whatever the client understood at the time. If your agreement doesn't specify exactly what those phrases include, you will be held to the broadest reasonable reading. Define every component.

How the fees are calculated and when they fall due

Fee structures in interior design vary — flat project fee, hourly rate, percentage of procurement spend, or a hybrid. Whatever the model, the terms and conditions need to record it precisely, not gesture at it.

Key things to address:

Deposit. Whether an upfront payment is required before work commences and how it is applied (non-refundable retainer, applied against the final invoice, or held in trust against disbursements).
Invoicing milestones. If you invoice in stages, tie each stage to a defined deliverable or project milestone rather than a date. "50% on commencement" is less useful than "50% on delivery of concept package."
Third-party costs. Specify whether your client pays contractors, suppliers, and tradespeople directly, or whether you pay and on-charge. If you on-charge, record whether a markup applies and at what rate.
Non-payment consequences. State what happens if payment is not made by the due date — a suspension right, interest, or both.

The drafting choice that matters most here is whether you give yourself a right to suspend work for non-payment. Without it, you may have a damages claim but no practical leverage to stop the project until the invoice is settled.

Project timeline and what happens when it slips

A timeline clause serves two functions: it manages client expectations, and it protects you when things outside your control cause delay.

Milestones in the timeline should:

be defined by reference to deliverables, not calendar dates where possible;
carry an acknowledgement that lead times for custom furniture, imported fittings, or trade availability can shift; and
include a mechanism for extending a milestone when delay is caused by the client (for example, late approvals) or by factors outside your control (shipping, supplier backorders, building work delays).

A common trap is setting milestone dates without a force majeure or delay provision. If you commit to completion by a fixed date and the project overruns because a key supplier folded, your terms need to make clear that date was an estimate contingent on circumstances outside your control — not a guarantee.

How changes to the scope are handled

Design work rarely runs to the original brief. Clients change their minds, rooms get repurposed, budgets shift. Without a change order process, those conversations happen informally — and informal agreements about scope are almost impossible to enforce.

A change order clause should establish:

that no work outside the original scope will be carried out unless agreed in writing;
a process for the client to request a change and receive a written cost and timeline impact before work proceeds;
that your consent to proceed with a change is discretionary — you are not obliged to accept every variation the client requests; and
that approved changes are recorded in a way that becomes part of the agreement.

This clause also protects the client. A well-advised client should want the change order process just as much as you do — it stops the project budget from being eroded by scope additions neither party properly approved.

Who owns the creative work

Intellectual property is the clause most interior designers either omit or get wrong. The default position under s 35 of the Copyright Act 1968 (Cth) is that copyright vests in the creator — meaning the designer owns the drawings, concept documents, rendered images, specifications, and other original works produced during the engagement, not the client. That default, however, can be altered by agreement, and many clients will try to alter it.

Your IP clause needs to deal with three things:

Ownership. State clearly that copyright and all other intellectual property in the works you create remains yours unless expressly assigned. Providing a service does not automatically transfer ownership.
Licence. Grant the client a licence to use the works for the purpose of the project — implementing the design in their property. Specify that the licence is non-transferable and does not extend to commercialising the work or using it in the client's own design business.
Your portfolio rights. Include a clause permitting you to photograph the completed project and use those images for your portfolio, website, and marketing materials. Specify whether the client's approval is needed before publication, and note any privacy constraints (for example, if the property is a private residence).

A well-advised client will push for an assignment — they want to own the work outright. Resist this unless you are compensated for it as a separate item. An assignment transfers all future commercial value in the work, including rights you might later want to exercise.

Limiting your liability for third-party work

Interior designers routinely engage or recommend contractors, tradespeople, and product suppliers. When a contractor's work fails or a supplier delivers the wrong product, the client's first instinct is often to hold the designer responsible — particularly if the designer introduced the third party or was present on site.

A limitation of liability clause should:

make clear that you are not responsible for the workmanship, defaults, or delays of third parties engaged by or recommended to the client;
specify what your role is in relation to third-party work — design oversight is not the same as project management, and project management is not the same as supervision of trades;
address what happens if the client asks you to take on supervisory responsibility you would not otherwise carry — if you accept it, record it in writing and price accordingly; and
consider capping your total liability to the client at a defined amount (for example, the fees paid under the agreement).

The trap is ambiguity about your role. If you are present on site, reviewing contractor work, and signing off on stages, a court may interpret that as supervision regardless of what your agreement says. Be precise about what your site attendance involves.

Insurance

State what insurance you carry — at minimum, professional indemnity insurance and public liability insurance — and the level of coverage. This tells the client your professional risk profile and, practically, what fund is available if a claim arises.

For projects involving significant physical works, note:

whether the client is expected to hold their own property and contents insurance during the project;
whether contractors working on the project are required to hold public liability insurance; and
that your insurance does not cover damage caused by tradespeople or contractors who are not your employees.

Cancellation and what it costs

Cancellation clauses frequently become contentious because designers invest substantial time in a project before any physical work begins — consulting, planning, sourcing, and specifying. A cancellation provision needs to protect that investment.

Key elements:

Notice period. Define how much notice is required to terminate the agreement and how notice must be given (written notice is standard).
Fees for work to date. On termination, the client is required to pay for all services rendered to the termination date. Be specific — this means time spent, not just milestones completed.
Non-refundable deposits. If you take a deposit to secure your time for a project, state clearly whether it is refundable in whole or in part on early cancellation.
Termination for cause. Address the circumstances in which either party can terminate immediately — material breach (such as persistent non-payment), insolvency, or repeated failure to meet the client's obligations under the agreement.

Australian Consumer Law obligations

If your clients are individuals purchasing your services for personal or domestic use — which most residential interior design clients are — the consumer guarantee regime under the Competition and Consumer Act 2010 (Cth) applies. These guarantees cannot be excluded by contract.

Under the Australian Consumer Law, your services must be:

rendered with due care and skill (s 60);
fit for any particular purpose the client made known to you before engaging you (s 61); and
completed within a reasonable time if no time is otherwise agreed (s 62).

A client who has paid $100,000 or less for your services — or who is acquiring them for personal, domestic or household use regardless of price — qualifies as a consumer for these purposes. If a service does not meet those guarantees, the client is entitled to have the failure remedied, or in some circumstances to a refund.

Your terms and conditions must accommodate these obligations. You cannot draft your way around them. What you can do is:

draft your refund and remedy policy to describe how you will handle complaints in a way that is consistent with the ACL (rather than trying to contract out of it);
include an appropriate dispute resolution process; and
avoid representations about outcomes you cannot guarantee — particularly around contractor quality or product performance.

Optional and situational clauses

Depending on the nature of the engagement, consider including:

Procurement margin disclosure. If you earn a margin or rebate on products you source for the client, some jurisdictions' consumer law settings favour transparency. A clear disclosure clause reduces the risk of a challenge later.
Confidentiality. If you are working in a high-profile private residence or for a client who values discretion, a mutual confidentiality clause protects both parties.
Dispute resolution. A tiered dispute resolution clause — negotiation, then mediation, before any formal proceedings — can reduce the cost of resolving disagreements that don't warrant litigation.
Moral rights acknowledgement. The Copyright Act 1968 (Cth) gives creators certain moral rights, including the right of attribution. A clause acknowledging these rights and setting out how attribution will be handled (particularly for portfolio use) avoids later ambiguity.
Restraint on poaching. Where you have introduced contractors or specialist suppliers to a project, a short restraint on the client engaging those parties directly for a defined period can protect your business relationships.

Where Artificer Legal can help

Interior design agreements sit at the intersection of several areas of law — contracts, intellectual property, consumer protection, and sometimes building regulation. The clauses that look the simplest on the page are often the ones that cause the most damage when they fail.

At Artificer Legal, when reviewing or drafting a client agreement for a designer, our focus is on four things. First, the IP clause — it is the most commonly misdrafted provision, and getting it wrong means handing over the commercial value of your creative work for free. Second, the scope and change order mechanism — because the disputes we see most often turn on whether a particular piece of work was in or out of scope when it was done. Third, the limitation of liability — making sure the cap and the exclusion for third-party work are enforceable, not just present. And fourth, ensuring the ACL-facing provisions are accurate — agreements that try to exclude consumer guarantees outright create a false picture of the client's rights and can expose a designer to complaints under the ACL's misleading conduct provisions.

We will also look at how the agreement interacts with any state-based licensing requirements that apply to design businesses, and whether separate deeds of assignment are needed for any IP being transferred.

The scope clause

If a project goes wrong and ends up before a court or tribunal, the clause most likely to determine the outcome is the one that defines what was actually agreed — the scope clause. It is the most skipped clause (designers often rely on their proposal email threads instead of a properly signed scope document), and it is the most misdrafted one when it is present. An agreement that contains good IP, liability, and payment provisions but a vague scope clause still leaves the designer exposed to a claim that the service delivered was not what the client understood they were buying.

Interior design is a creative profession, and the contractual documentation is often treated as a formality. A well-drafted client agreement does the opposite of constraining the relationship — it creates the clarity that lets both parties focus on the work.

Key points:

A client agreement for an interior designer combines a project-specific proposal and a set of standing terms and conditions.
The scope clause and change order process together define the edges of the engagement — both need to be precise and properly signed off.
Copyright in your drawings and creative work vests in you by default under the Copyright Act 1968 (Cth); your agreement should confirm that and grant the client a licence rather than an assignment.
The consumer guarantee provisions of the Australian Consumer Law (ss 60–62) cannot be excluded and must be accommodated in the way you draft your remedy and refund policy.
Liability for third-party contractors should be expressly excluded or bounded — ambiguity about your site role can result in liability you did not intend to accept.