Payment on Client Approval Clause
This clause ties your payment to the client's subjective approval, with no deadline. Fair contracts pay on delivery of defined milestones, with a deemed-acceptance window and interest on late payment.
What it means in plain English
If payment is due only when the client says they are satisfied, the client controls when — or whether — you get paid. Milestones and a deemed-acceptance window replace opinion with dates.
Why it is risky
- No outer deadline, so invoices can age indefinitely without technically breaching the contract.
- 'Sole discretion' acceptance makes disputes almost impossible to win.
- No late-payment interest removes any cost to the client for delaying.
- Often combined with full IP assignment on signature, so the client holds the work AND the money.
Red-flag wording to look for
- "Payment shall become due upon the Client's written approval of the final deliverables."
- "The Client may withhold payment if, in its opinion, the deliverables do not meet expectations."
- "Invoices shall be settled as per the Client's internal payment cycle."
What fair wording looks like: Staged payments against defined milestones, a deemed-acceptance window, a fixed invoice due date, and interest plus a right to pause work on late payment.
Recommended counter-clause
Replace the risky clause with this wording. Square brackets are the numbers to agree.
The Fee shall be payable as follows: [40%] on signature as a non-refundable mobilisation advance, [30%] on delivery of Milestone 1, and [30%] on delivery of the final deliverable. Each invoice is payable within [fifteen (15)] days of issue. A deliverable is deemed accepted if the Client does not deliver written comments within [five (5)] business days of submission. Late payment shall carry interest at [1.5%] per month, and the Contractor may suspend work on any amount overdue by more than [ten (10)] days. Intellectual property in the deliverables transfers to the Client only upon receipt of full payment.
Hi [Client name], on the payment terms — could we move to milestone payments with a 15-day invoice window and a 5-day review period after each delivery? Approval-based payment leaves the date open, and milestones keep the project moving for both of us.
General information, not legal advice. Wording should be adapted to your contract and jurisdiction.
Frequently asked questions
- What are fair freelance payment terms?
- An upfront advance (30-50%), milestone payments against defined deliverables, invoices due within 15-30 days, and a deemed-acceptance window so silence does not block payment.
- Should IP transfer before I am paid?
- No. Tie the IP assignment to receipt of full payment. It is the single most effective leverage a freelancer has, and most clients accept it without argument.
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