Why most Thai freelancers still work without a contract
Three reasons come up over and over. First, asking a client to sign something feels like saying you don't trust them. Second, "contract" sounds like a ten-page document a lawyer has to draft. Third, you've worked off chat threads for years and nothing has blown up yet.
Here's the thing: freelance disputes almost never start with dishonesty. They start with two people holding different assumptions. The client assumed the price included unlimited revisions; you assumed two rounds. The client assumed they'd get the source files; you assumed you'd deliver exports. The client assumed payment on completion; you assumed a deposit up front. A good contract isn't a litigation weapon — it's the conversation you have while everyone still likes each other.
The good news: under the Thai Civil and Commercial Code, a hire-of-work agreement is binding without being in writing. An agreement made over email or chat is already a contract, and the Electronic Transactions Act B.E. 2544 recognises electronic signatures. So the real question isn't "do I have a contract?" — it's "when we disagree, can I show what we agreed?"
The 12 clauses worth settling
1. Parties and tax details
Use the legal name exactly as it appears on official documents, plus taxpayer ID, registered address, and the email that counts as official. It reads like bureaucracy, but this is the clause that gets your invoice through the client's accounting team quickly and gets your withholding tax certificate issued with the right name and ID the first time.
If the client is a company, also get one named contact in procurement or accounting. The person who hires you and the person who releases payment are rarely the same human.
2. Scope — and an explicit "not included" list
List deliverables concretely: one primary logo, AI and transparent PNG files, a two-page usage guide. Then write a second block for what is not included: no business card design, no trademark registration, no print production management.
That exclusions list is the single best defence against scope creep, because when the client asks for more you don't have to refuse anything. You point at the boundary and quote for the extra — which is a normal, unemotional business conversation.
3. Revision rounds and the price of extras
State how many rounds are included, how a round is counted (all feedback consolidated and sent once), and what additional rounds cost — per round or per hour. Pricing the overage in advance means collecting for it later isn't a renegotiation.
4. A timeline that binds the client too
Set the delivery date, then condition it: the schedule starts when briefing materials, files, system access, and the deposit have all been received; and if client feedback takes longer than the agreed number of working days, the delivery date shifts by the same number of days.
More than half of all late freelance projects are late because of the client side. Without this clause, you're still the one who "delivered late".
5. Price and payment schedule
State the total, the currency, and the split. What works for most projects: 30–50% deposit before work starts, a milestone payment at first delivery, and the balance on final handover. Add payment terms — net 15 or net 30 from the invoice date — and list the payment channels in full.
6. VAT and withholding tax — who carries what
Spell out whether the agreed price is VAT-exclusive or VAT-inclusive. Those are two different numbers 7% apart, and it's one of the most common arguments in Thai freelance billing. Then state that where the client is a juristic person, withholding tax will be deducted at the statutory rate (generally 3% for hire-of-work and service fees), and that the client will issue the withholding tax certificate (50 ทวิ) within a stated number of days.
Worth one extra line: withholding is calculated on the pre-VAT amount. Saying so in the contract keeps your invoice arithmetic identical to the client's accounting team's, which saves a round of document corrections.
7. Late-payment interest and the right to stop work
This clause isn't really about collecting interest. It's about giving your follow-up weight. State that overdue amounts carry interest at the specified rate, and that you may suspend work until payment is received. In practice the suspension right does more work than the interest ever will.
8. Copyright and transfer on full payment
Under the Copyright Act B.E. 2537, copyright in work created under a hire-of-work arrangement belongs to the creator unless otherwise agreed. So by default it's yours — while most clients assume that paying means owning everything. The fix is to write down what you both actually mean.
A structure that's fair to both sides: the client receives transfer of rights in the delivered work upon receipt of full payment; while drafts, rejected concepts, fonts, stock assets, plugins, and reusable components stay yours, licensed only as far as the client needs them.
9. Portfolio rights and confidentiality
Ask for portfolio rights in the contract, with a timing condition — publishable once the work goes public, or 90 days after handover. If the client wants an NDA, negotiate it narrow and time-bound: keep the client's business and customer data confidential for two years, not "never mention anything, forever".
10. Cancellation and compensation
Always write it both ways. If the client cancels mid-project, you're paid pro rata for work completed and the deposit is non-refundable. If you cancel, you hand over what exists and refund the unperformed portion. That symmetry gets the clause past a client's legal review far more easily than a one-sided version.
11. Delivery and deemed acceptance
Define how many working days the client has to review a delivery, and state that if no objection is raised within that window, the delivery is deemed accepted. This closes the classic trap: the work goes quiet for three months, then comes back as a long revision list attached to an unpaid final invoice.
12. Governing law, dispute resolution, and the clock
Specify Thai law and Thai courts. For overseas clients, also fix the currency, who absorbs transfer fees, and which language version governs.
One thing worth knowing even if it never appears in the document: claims for hire-of-work fees have a shorter limitation period than most people assume. Don't let an unpaid invoice roll across years untouched. And for high-value or unusual engagements, one lawyer review of your template pays for itself.
Make it light enough that you'll actually use it
A contract you never send protects nothing. For small and mid-sized jobs, the practical answer isn't a separate agreement — it's a quotation with real terms on it.
A structure that works: page one is scope, price, and payment schedule; page two is a condensed version of the twelve clauses above; the last block is a signature line for both sides. A signed scan returned by email is agreement. And if the client simply replies "confirmed, please proceed" — keep that email. It's evidence.
Habits worth building:
- Use one template for every client; change only scope and price.
- Store the signed version alongside the project, not scattered through chat history.
- When scope changes mid-project, issue a revised quotation or a short confirmation email every time. Never rely on memory.
- Link each invoice back to the quotation version that was agreed, so chasing payment references a single consistent set of documents.
Pre-kickoff checklist
- Scope and exclusions agreed
- Revision rounds and overage price stated
- Deposit received
- VAT and withholding tax treatment agreed
- Copyright and portfolio rights agreed
- Acceptance and cancellation terms in place
- Something in writing where the client confirmed — signature or email
Clear those seven and you've handled most of the risk in freelance work. What's left is doing the job well and delivering on time.
MANA keeps that chain connected — from the quotation the client approved, through the invoice, to the receipt — so the terms you agreed and the documents you collect payment with are always the same set.