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Legal & Tax Basics Kenya

Freelance Contracts Kenya: Protect Yourself & Get Paid

12 min read
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Easy Access Staff

Working without a contract is working without protection. Whether you’re on Upwork or working with direct clients, understanding contract basics can save you from non-payment, scope creep, and legal headaches. Here’s what every Kenyan freelancer must know.

Why Freelance Contracts Matter

Your perspective:

  • Proves what was agreed upon
  • Protection if client doesn’t pay
  • Clarity on scope (prevents endless revisions)
  • Legal recourse if needed
  • Professional credibility

Client perspective:

  • Clear deliverables and timeline
  • Defined terms and ownership
  • Professional relationship
  • Protection from your non-delivery

Common freelance nightmare (no contract):

  • Client: “Can you add just one more thing?”
  • You: “That wasn’t in the scope…”
  • Client: “But it’s simple! Should be included.”
  • Result: Unpaid extra work or unhappy client

With contract:

  • Clear scope documented
  • Additional requests = additional fees
  • Both parties protected
Freelance contract and agreement signing process

Platform vs Direct Client Contracts

Platform Contracts (Upwork, Fiverr, Freelancer)

What’s covered:

  • Platform provides Terms of Service (ToS)
  • Your acceptance of project = contract formation
  • Payment protection built-in
  • Dispute resolution process included
  • Standard terms apply to all projects

What’s NOT customizable:

  • Payment terms (set by platform)
  • Dispute process (follows platform rules)
  • Ownership (generally client owns work)

Additional agreements:

  • Can add project-specific terms in project description
  • Message agreements supplement platform ToS
  • Keep all communication on platform (part of contract)

Advantage:

  • Simple, fast
  • Payment protection automatic
  • No need to draft contract

Disadvantage:

  • Less flexibility
  • Platform takes commission
  • Limited customization

Direct Client Contracts (Outside Platforms)

What YOU must cover:

  • Everything (no platform protection)
  • Payment terms, amounts, schedule
  • Scope of work
  • Deliverables and timeline
  • Ownership and usage rights
  • Revisions policy
  • Termination clauses
  • Dispute resolution

Advantage:

  • Full control and customization
  • No platform fees
  • Direct client relationship
  • Higher perceived professionalism

Disadvantage:

  • No built-in payment protection
  • Must draft or customize contract yourself
  • Client may not pay (no recourse)
  • More complex

Recommendation: Always use written contract for direct clients, even informal clients

Essential Contract Elements

1. Parties Identification

What to include:

Your details:

Freelancer: [Your Full Name]
Business Name: [If registered]
ID/Passport Number: [For identification]
Physical Address: [Your address in Kenya]
Email: [Professional email]
Phone: [WhatsApp-enabled number]

Client details:

Client: [Full name or Company name]
Company Registration: [If company]
Physical Address: [Their address]
Email: [Primary contact email]
Phone: [Contact number]

Why it matters:

  • Legally identifies parties
  • Enables enforcement
  • Shows seriousness
  • Contact information for communication

Red flag: Client refuses to provide full name or company details (possible scammer)

2. Scope of Work

What to include:

Detailed description:

The Freelancer agrees to provide the following services:

1. [Specific deliverable 1 - be precise]
   - Example: "5 blog articles, 1,500 words each, on topics provided by Client"

2. [Specific deliverable 2]
   - Example: "SEO optimization including keyword research and meta descriptions"

3. [Specific deliverable 3]
   - Example: "One round of revisions per article based on Client feedback"

NOT included in scope:
- Additional articles beyond the 5 specified
- Video or audio content
- Social media promotion
- Translation services

Why it matters:

  • Prevents scope creep
  • Both parties have same expectations
  • Easy to identify out-of-scope requests
  • Basis for additional charges

Red flag: Client wants vague scope (“help with marketing stuff”) - push for specifics

3. Payment Terms

What to include:

Total amount:

Total Project Fee: Ksh [Amount] (Kenya Shillings [Amount in words])

OR

Hourly Rate: Ksh [Amount] per hour
Estimated Hours: [Number]
Estimated Total: Ksh [Amount]

Payment schedule:

Option A - Milestone-based:

Payment Schedule:
- Deposit: Ksh [Amount] upon contract signing (due by [date])
- Milestone 1: Ksh [Amount] upon delivery of [deliverable] (due by [date])
- Final Payment: Ksh [Amount] upon project completion (due by [date])

Option B - Time-based:

Payment Schedule:
- Weekly: Ksh [Amount] due every Friday for work completed that week
- Payment due within 7 days of invoice submission

Payment method:

Payment Method: M-PESA / Bank Transfer / PayPal / Payoneer
Payment Details: [Your M-PESA number or bank details]

Late payment:

Late Payment: Invoices not paid within 7 days will incur a late fee of 5% per week.
Non-payment beyond 30 days may result in work stoppage and contract termination.

Why it matters:

  • Clear payment expectations
  • Reduces payment disputes
  • Late fee discourages delays
  • Legal basis to demand payment

Red flag: Client wants to pay “after they get paid by their client” (No! Get your timeline)

4. Timeline and Deadlines

What to include:

Project Timeline:
- Start Date: [Date]
- Milestone 1 Delivery: [Date]
- Milestone 2 Delivery: [Date]
- Final Delivery: [Date]

Client Responsibilities Timeline:
- Content/Materials Provided by: [Date]
- Feedback Provided Within: 3 business days of delivery
- Approval Final Deliverables Within: 5 business days

Why it matters:

  • Manages expectations
  • Holds both parties accountable
  • Client can’t delay with feedback then blame you
  • Clear completion date

Pro tip: Always add “Timeline assumes Client provides materials and feedback by dates specified. Delays in Client response will extend timeline accordingly.”

5. Revisions Policy

What to include:

Revisions:
- Included: [Number] rounds of revisions per deliverable
- Scope: Minor edits and adjustments to delivered work
- Not included: Major rewrites, new deliverables, scope changes

Revision requests must be submitted within [Number] days of deliverable receipt.

Additional revisions beyond included amount: Ksh [Amount] per hour OR Ksh [Amount] per additional revision round.

Why it matters:

  • Prevents endless revision requests
  • Defines what’s a “revision” vs new work
  • Protects your time
  • Client knows limit

Common issue: Client asks for “small changes” that turn into 10 hours of work. Clear revisions policy prevents this.

6. Intellectual Property and Ownership

Most common arrangement (work-for-hire):

Intellectual Property:
Upon full payment of all fees, Client shall own all rights, title, and interest in the work product, including copyright and intellectual property rights.

Freelancer retains the right to:
- Display work in portfolio
- Use work as a case study (with Client permission)
- Create similar work for other clients (non-exclusive)

Alternative (license instead of transfer):

Intellectual Property:
Freelancer retains ownership of work product.
Client is granted a non-exclusive, worldwide license to use the work for [specific purposes: website, marketing materials, etc.].

Client may not:
- Resell the work
- Transfer license to third parties without written permission

Why it matters:

  • Clarity on who owns what
  • Portfolio rights important for your career
  • Client wants assurance they can use work freely
  • Prevents future disputes

Industry standard: Most clients expect full ownership transfer upon payment. Reserve right to use in portfolio.

7. Confidentiality

What to include:

Confidentiality:
Freelancer agrees to keep confidential all non-public information shared by Client, including but not limited to:
- Business strategies
- Customer lists
- Financial information
- Unreleased products or features

This obligation survives for [2-5 years] after contract termination.

Freelancer may disclose completed work in portfolio unless Client specifically requests otherwise.

Why it matters:

  • Builds trust with client
  • Protects their sensitive information
  • Standard in industry
  • Portfolio use preserved

8. Termination Clause

What to include:

Termination:
Either party may terminate this contract with [7-14] days written notice.

Upon termination:
- Client pays for all work completed to date
- Client pays 50% of remaining project fee as termination fee
- Freelancer delivers all work completed to date
- Both parties return any confidential materials

Immediate termination (no notice) allowed if:
- Either party breaches material term of contract
- Non-payment continues beyond 30 days

Why it matters:

  • Allows exit if relationship isn’t working
  • Ensures you’re paid for work done
  • Prevents ghosting
  • Protects both parties

9. Independent Contractor Status

What to include:

Independent Contractor:
Freelancer is an independent contractor, not an employee of Client.

Freelancer is responsible for:
- Own taxes and regulatory compliance
- Own equipment and workspace
- Own work schedule and methods
- Own business expenses

Why it matters (especially for international clients):

  • Clarifies you’re not employee (different tax implications)
  • Client not responsible for your taxes
  • Protects both parties from employment law issues
  • Standard in freelance relationships

10. Dispute Resolution

What to include:

Dispute Resolution:
In the event of a dispute, parties agree to:

1. First attempt to resolve through good-faith negotiation
2. If negotiation fails, engage neutral mediator
3. Mediation costs shared equally
4. Governing Law: Laws of Kenya
5. Jurisdiction: Courts of Kenya (or Client's country if international)

Why it matters:

  • Path forward if issues arise
  • Avoids immediate legal action (expensive)
  • Shows mature, professional approach
  • Defines legal jurisdiction

Sample Contract Template (Simple)

For short projects (Ksh 5,000-30,000):

FREELANCE SERVICES AGREEMENT

This Agreement is entered into on [Date] between:

FREELANCER:
Name: [Your Name]
Email: [Email]
Phone: [Phone]
ID: [ID Number]

CLIENT:
Name: [Client Name]
Email: [Email]
Phone: [Phone]

1. SERVICES
Freelancer agrees to provide: [Detailed description of deliverables]

2. PAYMENT
Total Fee: Ksh [Amount]
Payment Schedule:
- 50% (Ksh [Amount]) upon signing
- 50% (Ksh [Amount]) upon delivery
Payment Method: [M-PESA/Bank Transfer]
Payment Details: [Your details]

3. TIMELINE
Start Date: [Date]
Delivery Date: [Date]
Client to provide materials by: [Date]
Client to provide feedback within 3 days of delivery

4. REVISIONS
Included: 2 rounds of minor revisions
Additional revisions: Ksh [Amount] per hour

5. OWNERSHIP
Client owns all rights upon full payment.
Freelancer may use work in portfolio.

6. TERMINATION
Either party may terminate with 7 days notice.
Client pays for work completed to date.

7. CONFIDENTIALITY
Freelancer keeps Client information confidential.

SIGNATURES:

Freelancer: _______________ Date: ___________
[Your Name]

Client: _______________ Date: ___________
[Client Name]

Red Flags in Client Contracts

🚩 Client provides contract with these terms:

“Payment upon project approval by Client’s client”

  • You’re not paid until their client pays them
  • Could be months or never
  • Counter: “I require payment within 7 days of delivery, regardless of your client’s payment schedule.”

“Unlimited revisions”

  • Recipe for scope creep disaster
  • Client can request endless changes
  • Counter: “I include 2 revision rounds. Additional revisions billed hourly.”

“Client owns all rights, including similar work for others”

  • Prevents you from using skills learned
  • Overly restrictive
  • Counter: “Client owns this specific work. I retain right to create similar work for other clients.”

“Freelancer indemnifies Client from all liability”

  • You’re liable even if Client misuses your work
  • Unreasonable risk transfer
  • Counter: “I’m not liable for how you use the work I deliver.”

“Non-compete: Freelancer cannot work for Client’s competitors for 2 years”

  • Severely limits your income potential
  • Unreasonable for freelance relationship
  • Counter: “I cannot accept non-compete terms. I work with multiple clients in similar industries.”

“Payment net-90” (payment in 90 days)

  • You’re financing their business
  • Too long to wait
  • Counter: “My standard terms are net-7. I can accommodate net-30 at most.”

No termination clause OR “Client can terminate anytime without paying”

  • You have no recourse if they ghost
  • Unfair risk allocation
  • Counter: “If either party terminates, Client pays for work completed to date plus 25% termination fee.”

Contract Best Practices

Before Signing

✅ Review completely:

  • Read every line (don’t skim)
  • Understand every term
  • Google anything unclear
  • Ask questions

✅ Negotiate concerning terms:

  • Be professional but firm
  • Propose alternative language
  • Explain your concerns
  • Find middle ground

✅ Verify client identity:

  • LinkedIn profile check
  • Company website verification
  • Previous freelancer reviews if available
  • Trust your instincts

✅ Get it in writing:

  • Even if it’s just email exchange
  • WhatsApp messages better than nothing
  • Formal contract best
  • Signed by both parties

During Project

✅ Keep communications documented:

  • Email or platform messages preferred
  • If phone call, follow up with email summary
  • “As discussed on our call today, we agreed…”
  • Save all messages

✅ Document scope changes:

  • Client requests addition: Get written approval before doing it
  • Email: “You’ve requested [addition]. This is outside original scope. Additional cost is Ksh [amount]. Please confirm approval.”
  • Get confirmation before proceeding

✅ Send invoices professionally:

  • Clear itemization
  • Reference contract
  • Include payment details
  • Professional format

After Completion

✅ Get final sign-off:

  • “Please confirm you approve the completed work per our contract.”
  • Written confirmation protects you
  • Then deliver final files

✅ Request testimonial:

  • If client is happy, ask for review/testimonial
  • Use in future proposals
  • Build reputation

✅ Archive everything:

  • Contract
  • All communications
  • Invoices and payment receipts
  • Delivered work samples
  • Keep for 2-3 years

When You Don’t Have a Contract

If you’ve already started work without contract:

Option 1: Create contract now

  • Draft simple agreement
  • “I want to make sure we’re on the same page about project details.”
  • Send for signature
  • Better late than never

Option 2: Email confirmation

  • Email summarizing all terms
  • “Please confirm this matches your understanding”
  • Get reply confirmation
  • This creates basic binding agreement

Option 3: Platform migration

  • If it’s direct client, suggest moving to Upwork for payment protection
  • “For both our protection, let’s complete payment through Upwork”
  • Platform contract applies

What NOT to do:

  • Continue without any written agreement
  • Hope for the best
  • Assume goodwill is enough
  • Risk working for free

Free Contract Resources for Kenya Freelancers

Contract templates:

  • Bonsai (bonsai.io) - Free contract templates, requires account
  • AND.CO - Free contract builder
  • Freelance Contract Template Kenya - Search online for Kenya-specific versions
  • Upwork - Study their contract structure for direct clients

Legal review (if needed):

  • Law Society of Kenya - Can refer to affordable lawyers
  • Free legal clinics - University law schools (UoN, KU) sometimes offer
  • Online legal forums - Post questions, get guidance (not formal legal advice)

When to get lawyer:

  • Contract over Ksh 500,000
  • International client with complex terms
  • You’re being asked to sign concerning contract
  • Client threatening legal action
  • You need to enforce contract payment

Cost of lawyer review: Ksh 5,000-20,000 typically

Worth it when: Project value justifies cost OR client is concerning OR contract is complex

Quick Start Action Plan

Today:

  • ✅ Download 2-3 contract templates
  • ✅ Customize one for your services
  • ✅ Save as “[YourName] Standard Contract.docx”
  • ✅ Have ready for next client

This week:

  • ✅ Review any existing client relationships without contracts
  • ✅ Send contract or confirmation email to those clients
  • ✅ Create standard invoice template
  • ✅ Set policy: No work starts without written agreement

This month:

  • ✅ Use contract with every new client
  • ✅ Track which clients sign easily vs push back
  • ✅ Refine contract based on experience
  • ✅ Build template library (rush job contract, ongoing retainer contract, etc.)

Long-term:

  • ✅ Update contract annually
  • ✅ Learn from any disputes
  • ✅ Build reputation as professional who uses contracts
  • ✅ Educate other freelancers on contract importance

A contract is your safety net. Yes, most clients pay without issues. Yes, most projects go smoothly. But the one time you need a contract and don’t have one, you could lose weeks of work and thousands of shillings. Ten minutes to customize and send a contract can save you from months of headaches. Protect yourself, respect your work, use contracts. Always.