A freelance contract in India is enforceable under the Indian Contract Act, 1872 when it has offer, acceptance, lawful consideration, free consent and a lawful object. No stamp paper, no notary and no wet-ink signature are required for it to be valid — but the clauses you include decide whether it is worth anything when a client stops replying.
Yes. Section 5 of the Information Technology Act, 2000 gives an electronic signature the same legal effect as a handwritten one, and Section 10A confirms that a contract formed electronically is not unenforceable merely because it was made that way.
What matters in practice is proof: who signed, when, and that the document has not changed since. An OTP sent to the client's own email, recorded alongside an integrity hash of the agreement, answers all three.
Scope and out-of-scope, stated as specifics rather than categories. Milestones with amounts and dates. A fixed number of included revisions. Intellectual property — assignment or licence, and when it transfers. A late-payment interest rate. Termination, and what is payable for work already accepted.
The two most often missing are the revision cap and the interest rate. Unlimited revisions are how a fixed-price project becomes unpaid work, and interest never agreed cannot simply be charged later.
Registration is not required for an ordinary services agreement. Stamp duty is a separate question and is governed by the Indian Stamp Act, 1899 together with the relevant state Act, so the rate depends on where the agreement is executed.
It matters at the point of dispute rather than at signature: under Section 35, an insufficiently stamped instrument can be inadmissible in evidence until the duty and any penalty are paid. Check your state's position before you rely on the agreement in proceedings.
State whether your fee is inclusive or exclusive of GST. Registration becomes compulsory once aggregate turnover crosses the threshold for your state, and an ambiguous fee line is how a freelancer ends up absorbing 18%.
Expect the client to deduct TDS on professional fees under Section 194J of the Income Tax Act, and say in the contract that payment is net of any statutory deduction, with the deduction certificate to be provided.
No. A services agreement is valid on plain paper or in electronic form. Stamp duty may still apply under the Indian Stamp Act, 1899 and the relevant state Act, and an unstamped instrument can be inadmissible in evidence until the duty and penalty are paid — so it affects enforcement, not formation.
Yes. Section 5 of the IT Act, 2000 treats an electronic signature as equivalent to a handwritten one. An OTP delivered to the signer's own email or phone is a common method; the evidentiary strength comes from recording who signed, when, and that the document is unchanged since.