Japan's Freelance Act: the terms a client must state in writing

What a Japanese client must state when commissioning a freelancer: the eight items, email and chat as valid means, the 60-day payment rule and where to turn.

The short answer: the client must state the terms at once, in writing or electronically

Japan's Freelance Act (Act No. 25 of 2023) has applied since 1 November 2024. Whoever commissions a freelancer must immediately state the terms, including the work, fee and payment date, in writing or electronically (Article 3(1)); a phone call is not enough.

No form is prescribed: a contract, a purchase order or one email with the required items all serve, and a company with no employees asking a freelance designer for a logo is covered. General information from the official texts, not legal advice.

Who is protected, and how the duties depend on having employees

The protected party, a specified entrusted business operator, is an individual with no employees, or a company with one representative and no other officers or employees (Article 2(1)); a side business can qualify. Officially, employing staff means a worker expected to work at least 20 hours a week for at least 31 days.

The duty to state the terms (Article 3) binds every business commissioning a freelancer, freelancers included. A client with employees, or a company with two or more officers, must also fix a payment date within 60 days of receiving the work, as early as possible, and pay by it (Article 4).

The eight items to state, immediately

Article 1 of the Fair Trade Commission rule lists the items; the official materials sum them up as eight. Immediately means at once, with no delay. An item that genuinely cannot be fixed yet is replaced by the reason and expected date, then supplied immediately once decided.

Both names; a trade name will do if it identifies both parties.
The date of the commission: the day both sides agreed to the work.
The deliverable: item, quantity, specification, and the scope of any intellectual property transferred.
The date or period for delivery or performance of the service.
The place of delivery or performance; for an emailed file, an email address.
If the work is inspected, the date the inspection is completed by.
Fee and payment date: a specific amount, tax included or not, and a specific day.
If payment is not in cash, a promissory note for instance, its details.

Email, chat and e-signing: what counts, and when paper can be demanded

Permitted electronic means are email, SMS and social-network or chat messages, anything sent to an identified recipient, plus a storage medium like a USB stick (Rule, Article 2). A PDF attachment or a link to the items is fine, a public web post is not; a cloud-shared file counts as delivered once the freelancer can read it.

A freelancer given the terms electronically may ask for paper, which the client must deliver without delay (Article 3(2)), unless the freelancer asked for electronic delivery, the deal runs entirely online under standard terms readable there, or paper was already given.

What QuoteBill does and does not do here

A QuoteBill quotation or invoice carries both names, the issue date, lines with quantity and unit price, tax and total, and terms and notes fields for delivery date, place and inspection date; an invoice also has a due date. An e-contract made from a quotation keeps the parties, price schedule and payment terms; a Freelance Services Agreement template exists.

QuoteBill E-Contracts makes a simple electronic signature with an audit trail. The certificate is QuoteBill's own record and anyone can check the evidence file, but QuoteBill does not verify who signs and is no advanced or qualified signature, timestamp authority or retention system under any law. Whether the eight items are present is for the writer to confirm, not QuoteBill.

A checklist when a client sends work, and where to turn if the terms never come

If a job is starting on a verbal promise, first ask for the terms by email. If they do not come, Freelance Trouble 110 (a Ministry of Health, Labour and Welfare service run by the Daini Tokyo Bar Association) gives free advice from lawyers (0120-532-110, Japanese). A likely breach can be reported to the Fair Trade Commission or the Small and Medium Enterprise Agency; reporting may not cost you work (Article 6).

Are both names and the commission date in an email or a document?
Are the deliverable, quantity, delivery date and place (an email address will do) specific?
Is the fee clearly with or without tax, and the payment date a specific day?
For anything left open, are the reason and expected decision date written?
Have you saved the emails, PDFs, signed contract and evidence file yourself?

Sources

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