Contract proposals: how to write one your client can sign
To write a contract proposal, set out who is agreeing, what you will deliver and what you won't. Then give the price, with GST shown. Add milestones, how the client accepts, how changes are priced, and when you get paid. Write it as the contract it can become. An accepted quote can be a binding contract.
business.gov.au explains that an accepted quote becomes a binding contract. Your proposal may be the document that records the deal.
Proposal, quote, scope of work, contract: what each one does
| Document | What it does | Can it bind you? |
|---|---|---|
| Proposal | Explains the client's problem, your approach, the deliverables and the price | It can, if it holds the key terms and the client accepts it |
| Quote | States a price for defined work, usually with an expiry date | Yes. business.gov.au says an accepted quote becomes a binding contract |
| Scope of work | Lists exactly what is in and out, often as an attachment | It becomes part of the contract when the contract refers to it |
| Contract or terms | Sets the rules: payment, changes, ownership, ending the deal | Yes, once agreed |
Whether it binds depends on the wording and both parties’ conduct. Write the proposal on the assumption that the client could accept it exactly as written.
The 10 parts of a contract proposal
The price and deliverables are only part of the job. The other details help prevent disagreement over what is included and when payment is due. The list below follows the business.gov.au checklist for quotes, with the extra parts a service project needs.
| Part | What to write | The gap that causes trouble |
|---|---|---|
| 1. The parties | Your legal entity name and ABN. The client's legal entity name, not just the trading name | A trading name with no entity behind it. You may not know who owes you money |
| 2. The client's need | 2 or 3 sentences on the problem, in the client's words | A long pitch that reads like a promise of results |
| 3. Deliverables | Each item you will hand over, with quantities | "A new website" with no page count |
| 4. Exclusions | What the price does not include | No exclusions list, so every extra looks included |
| 5. Milestones | Dates or stages, and what the client must supply by when | Dates that ignore the client's own delays |
| 6. Price | Itemised and total, in AUD, with GST stated | A price with no "plus GST" or "includes GST" |
| 7. Acceptance | How the client accepts, and when the offer expires | No expiry date, so an old price can be accepted a year later |
| 8. Variations | How extra work is requested, priced and approved | A verbal "can you just add…" with no paper trail |
| 9. Payment | Deposit, progress payments, due dates, late payment terms | Payment on "completion" with no definition of complete |
| 10. Next steps and terms | What happens on acceptance, and which document wins if two disagree | Terms that contradict the proposal |
Parties, ABN and GST
Name the legal entity on both sides, not just a trading name. Put your ABN on the proposal.
State whether each price includes GST. Only add GST where your registration status and the supply require it; the examples below assume a GST-registered agency making taxable supplies. If you later issue a tax invoice of $1,000 or more, the ATO says it must show the buyer's identity or ABN. Collecting the client's legal name and ABN at the proposal stage saves chasing it later.
Check the applicable price-display rules. Where a single total price is required, include taxes and unavoidable charges and display it at least as prominently as any component. The ACCC says prices displayed only to businesses need not include GST in the total; still state the GST treatment clearly.
Worked example 1: an annotated website proposal
These are illustrative figures. Harbourline Digital Pty Ltd is a 6-person web agency in Wollongong. It is proposing a new website for Coastal Physio Group Pty Ltd, which runs 3 clinics.
| Section | What Harbourline wrote | Why it's there |
|---|---|---|
| Parties | Harbourline Digital Pty Ltd, ABN shown. Coastal Physio Group Pty Ltd, ABN shown | Both legal entities, so the right company is bound and invoiced |
| Deliverables | 10-page website: home, about, 3 clinic pages, 4 service pages, contact. Mobile layout. Contact form | A page count turns "a website" into something you can finish |
| Exclusions | Online booking, copywriting, photography, hosting after launch, extra pages | Each one is a likely request later |
| Client inputs | Logo files, page text and clinic photos within 10 business days of acceptance | The timeline depends on these |
| Revisions | 2 rounds of changes at design stage, and 2 at build stage | A stated limit, not "until you're happy" |
| Price | $24,000 plus GST of $2,400. Total $26,400 including GST | GST shown both ways |
| Payment | 30% on acceptance, 40% on design approval, 30% on completion as defined below. Invoices due in 14 days | Money arrives as the work progresses |
| Acceptance | Sign and return by 4 December 2026. The offer lapses after that date | An old price can't be accepted next year |
| Variations | Extra work quoted in writing at $150 an hour plus GST, and approved before work starts | The rule for the out-of-scope request in example 2 |
| Terms | Harbourline's terms of service are attached. If they conflict with this proposal, this proposal wins | One document decides a clash |
The payment schedule adds up to the total:
| Stage | Share | Amount including GST |
|---|---|---|
| On acceptance | 30% | $7,920 |
| On design approval | 40% | $10,560 |
| On completion | 30% | $7,920 |
| Total | 100% | $26,400 |
Worked example 2: the out-of-scope request
Six weeks in, Coastal Physio asks for online booking and 4 extra pages for a new clinic. Both are outside the agreed scope. Harbourline's exclusions list names booking, and the deliverables name 10 pages.
Harbourline estimates 16 hours for the booking integration and 6 hours for each extra page.
| Item | Hours | At $150 an hour | GST | Total |
|---|---|---|---|---|
| Booking integration | 16 | $2,400 | $240 | $2,640 |
| 4 extra pages (4 × 6 hours) | 24 | $3,600 | $360 | $3,960 |
| Variation total | 40 | $6,000 | $600 | $6,600 |
That variation is 25% of the original fee ($6,000 ÷ $24,000). The exclusions list and variation process give both parties a clear basis for discussing the request. Harbourline sends a written variation quote, Coastal Physio approves it by email, and the work goes ahead.
Now run the same request without those 2 clauses. The proposal said "a professional website for 3 clinics". Coastal Physio says the new clinic page and booking were always implied. Harbourline now has a harder discussion about scope and payment, with $6,000 of additional work at stake. The documents and surrounding communications would need checking before deciding what was actually promised.
The revisions limit works the same way. Suppose the client asks for 3 extra design rounds at about 6 hours each. That is 18 hours, or $2,700 plus GST at $150 an hour. A proposal promising changes "until you're happy" makes it harder to establish an agreed limit or extra fee. Correcting defects or failures to meet the agreed scope is different from a client requesting additional work.
ASBFEO recommends recording agreed work and changes in writing. Confirm an approved variation and attach it to the original agreement.
The clauses that cause disputes
These are the parts of a proposal where small gaps turn into unpaid work or delayed payment. Each table shows a drafting problem and an illustrative commercial approach to discuss. The suggested days, revision rounds and payment terms are negotiation choices, not legal requirements. Contract review should check how they work together in the full agreement.
Acceptance criteria: when is the job done?
| What proposals often say | What to write instead |
|---|---|
| "Final payment on completion" | Final payment is invoiced on completion, using the delivery and acceptance process below; it remains due 14 days after invoice |
| "To the client's satisfaction" | Assess the work against agreed deliverables and acceptance criteria. Distinguish defect corrections from requests to change the agreed scope |
| Nothing about client delays | Give written notice of the actual effect of delayed client inputs and agree a reasonable revised schedule |
Revisions: how many rounds?
| What proposals often say | What to write instead |
|---|---|
| "Unlimited revisions" | 2 rounds of discretionary changes at each stage. Further requested changes need an approved variation; defect corrections do not use those rounds |
| "Minor changes included" | A list of what counts as minor, such as text edits and colour changes |
Ownership: who owns what you make?
Ownership needs an express decision. IP Australia says that IP created by a contractor is the property of the contractor unless the contract says otherwise.
So a client who pays for a logo or website may not own it unless your documents say so. Many clients assume they do. Decide your position and write it down.
| What proposals often say | What to write instead |
|---|---|
| Nothing | Ownership of the final deliverables passes to the client on payment in full |
| "Client owns everything" | Identify the final work assigned on payment, the existing tools you retain, and the licence the client needs to use and maintain the delivered website |
| Nothing about third-party items | Stock photos, fonts and plugins are licensed on their own terms, listed in the proposal |
Variations: how is extra work priced?
| What proposals often say | What to write instead |
|---|---|
| Nothing | Extra work is quoted in writing at $X an hour plus GST and approved before it starts |
| "We may adjust the price at any time" | The price is fixed for the listed scope. Only an approved variation changes it |
Payment: when do you get paid?
| What proposals often say | What to write instead |
|---|---|
| "Payment due on completion" | Deposit on acceptance, then progress payments tied to milestones |
| "Payment terms: 30 days" | Invoices are due 14 days after issue. For an undisputed overdue amount, give written notice and at least 7 business days to remedy before a proportionate suspension, subject to law |
| Late fees with no amount | An agreed fee or interest rate, reviewed for proportionality, applicable unfair-terms rules and other legal limits |
Attachments: which document wins?
A proposal, a scope of work, a quote and your standard terms can each say something different. Proposals often say "includes hosting" while the terms say hosting is extra. Add one line deciding which document wins if they conflict, and check the attachments match before you send.
Three clause rewrites worth making
Scope
What many proposals send:
Harbourline will design and build a professional website for Coastal Physio's 3 clinics.
What to send instead:
Harbourline will design and build a 10-page website, as listed in Schedule 1. The price does not include online booking, copywriting, photography, hosting after launch or extra pages. Harbourline will quote any of these in writing on request.
Revisions and completion
What many proposals send:
We will make changes until you are completely happy with the result.
What to send instead:
The price includes 2 rounds of discretionary changes at design stage and 2 at build stage. Additional requested changes require an approved variation. Correcting defects or failures to meet Schedule 1 does not count towards those rounds and is not chargeable as extra work merely because the rounds have been used.
Harbourline will give written notice when the website is delivered for review against Schedule 1. Coastal Physio has 10 business days to identify material failures against the agreed acceptance criteria. Harbourline will correct those failures and allow a further reasonable review period. For the final invoice milestone, completion occurs when Coastal Physio accepts in writing, or that review period ends without notice of a material failure, provided the website meets Schedule 1. Launch will then be scheduled with Coastal Physio. The final invoice is due 14 days after issue. This payment milestone does not waive rights concerning defects discovered later or any rights that cannot lawfully be excluded.
Variations
What many proposals send:
Additional work may incur additional charges.
What to send instead:
Work outside Schedule 1 is a variation. Harbourline will quote it in writing at $150 an hour plus GST. Work starts only after the client approves the quote in writing, including by email.
These rewrites are a starting point. They are not a template that guarantees a clause will hold. Each one needs fitting to your work, your client and your state.
For a first draft of a fuller agreement, Contractam's contract drafting uses answers about the work, parties and arrangement. Check that draft against your proposal and any attachments before sending it. Business contract templates can also be a starting point, but their scope, acceptance and variation terms need tailoring to the actual project.
When your terms are standard form: the unfair contract terms check
Many service businesses send the same terms with every proposal. Reuse is a factor in deciding whether an agreement is a standard form contract, but it is not the whole test. Courts consider bargaining power, how the terms were prepared and the real opportunity to negotiate. Minor changes or a choice among pre-set options do not necessarily remove standard-form status.
The ACCC says the rules cover a standard form contract with a qualifying small business. That means one with fewer than 100 employees or less than $10 million in annual turnover. They also cover consumers. The strengthened rules apply to qualifying standard form contracts made or renewed from 9 November 2023, and to terms varied or added from that date under the application provisions. They prohibit making a covered contract containing an unfair term you proposed, and applying or relying on an unfair term.
For contravening conduct from 28 March 2026, the maximum civil penalty for a company is the greater of $100 million and three times the reasonably attributable benefit, where that benefit can be determined. If it cannot, the alternative is 30% of adjusted turnover during the breach turnover period. The applicable maximum for an individual is $2.5 million. A court determines the actual penalty; $100 million is not an absolute ceiling or an automatic fine.
A one-sided right can be a warning sign, but it is not automatically unfair. The legal test asks whether the term creates a significant imbalance, is not reasonably necessary to protect legitimate interests, and would cause detriment if relied on. The court must consider transparency and the whole contract. The ACCC lists examples. They include terms letting only one party change the terms, end the contract or penalise the other for a breach. The classic case lets you raise the price at any time, with no right for the client to walk away.
The statutory exclusions include terms defining the main subject matter or setting the disclosed upfront price, and certain terms required, permitted or included by law. Do not assume every clause outside the price is assessable, or that a contingent exit charge is automatically part of the protected upfront price. We have written separately on what an unfair contract term can cost.
Business customers can still have consumer guarantees
Consumer guarantees can cover business purchases, including the $26,400 website example. Check requirements for due care and skill and fitness for a disclosed purpose, along with applicable exceptions.
Preserve non-excludable rights despite acceptance or payment deadlines. Separate defect corrections from discretionary changes. Before suspending work, address disputed invoices, notice, a chance to remedy and project consequences.
Pre-send checklist
Run these before the proposal goes out. Each line is a question to answer yes to.
Parties. Are both legal entity names right, with your ABN shown?
Need. Does the summary describe the client's problem without promising results?
Deliverables. Could a stranger count what you will hand over?
Exclusions. Have you listed what the price does not include?
Inputs. Have you said what the client must supply, and by when?
Price. Is every amount in AUD, with GST shown or stated as included?
Acceptance. Is there a clear way to accept and an expiry date?
Revisions. Are discretionary change rounds limited, with defect corrections treated separately?
Variations. Is there a written process and rate for extra work?
Payment. Are the deposit, milestones and due dates set?
Ownership. Have you said who owns the final work, and when?
Documents. Do the proposal, scope and terms agree? Does one line decide which wins?
Fairness. Have one-sided terms been assessed against the full unfairness test, with non-excludable rights preserved?
When to call a lawyer
Get advice before sending or accepting terms where the project is large or long, the client supplies its own contract, IP ownership is central, or liability and insurance are unresolved. A live dispute also needs advice on the actual agreement. ASBFEO can help identify dispute-resolution options.
What this doesn't cover
Government tenders, which follow the agency's own procurement rules. Building and construction contracts, which carry their own state laws. Employment offers. Limitation of liability and insurance clauses in detail. GST registration and the tax treatment of your income. The Competition and Consumer Amendment (Unfair Trading Practices) Act 2026 received Royal Assent on 6 July 2026 and commences on 1 July 2027. Its general unfair-trading prohibition and subscription provisions have different coverage; qualifying small-business subscriptions are expressly included. A recurring service subscription needs a separate check of those rules, exclusions and transition provisions. This one-off project example does not explain that regime in detail.
Verified 6 November 2026 against business.gov.au, ASBFEO, ATO, ACCC, IP Australia and the legislation linked below. The law can change.
A proposal can become your business contract when the client accepts it. Use Contractam’s AI contract review to examine the proposal and attached terms before sending them. Identify gaps, prepare wording to discuss during contract negotiation, and take unresolved legal questions to your lawyer.
Contractam provides contract review and information, not legal advice. For advice specific to your situation, consult a qualified Australian lawyer. Contractam reviews contracts under Australian law only. See our disclaimer.