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Disputes

A disputed invoice has an opponent. An unsigned one has a vacancy: nobody is refusing and nobody is deciding. The 4 reasons sign-off stalls, why taste is not a defect, and the message that ends it.

When Nobody Will Sign It Off

By Tatiana Stepanova

8 min read

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The short answer

Work that stalls at sign-off is a different problem from work that is disputed. A disputed invoice has an opponent. An unsigned one has a vacancy: nobody is refusing and nobody is deciding.

  1. Find out which of the 4 reasons it is, because the fix differs completely.

  2. Separate taste from scope, since only 1 of them is a contractual claim.

  3. Ask for a decision by a date, rather than for approval.

  4. Invoice what the contract lets you invoice meanwhile.

  5. Add a review window and a deemed acceptance term before the next project.

This is the characteristic way creative work goes unpaid. Nothing is wrong, nobody is unhappy, and the invoice sits behind a tick nobody has put in a box.

The 4 reasons sign-off does not come

What is happening

How it sounds

What unsticks it

They are unsure

Let me sit with it

A decision deadline, not more options

They cannot decide alone

I need to show this to a few people

Find out who, and get into that room

The brief has changed

I think we have moved on from this

Price the new direction as new work

They are genuinely unhappy

I am not sure this is what we discussed

Stop and treat it as a dispute

The first 2 rows cover most cases and neither is about the work. Somebody is uncertain, or somebody else has not seen it yet, and in both cases sending another revision makes it worse by adding a fresh thing to be uncertain about.

The third is the expensive one, because it arrives disguised as feedback. A client who has changed their mind about the direction is asking for different work rather than better work, and that is a change to price rather than a round to absorb.

Taste is not a defect

Creative work invites an opinion in a way that a tax return or a plumbing repair does not, and the distinction worth holding is between 2 claims that sound identical.

One is that the work does not meet the brief. That is a contractual statement, it can be tested against something written, and if it is right you fix it. The other is that the client would have made different choices. That is taste, and it is not a defect.

Both are legitimate things for a client to feel. Only the first obliges you to do anything for free. Where you cannot tell which you are hearing, ask directly and without defensiveness: is this not meeting the brief, or is it not to your taste? Most clients answer honestly, and the answer determines whether the next round is included or quoted.

Stop making payment depend on approval

A stage that pays on the client's sign-off hands them the trigger for your invoice. For subjective work that is a much riskier arrangement than it looks, because the client does not need to object in order to delay you. They simply need to stay unsure.

Tie stages to dates or to your own delivery wherever you can, which is the argument in milestone billing. Where approval genuinely has to be the trigger, pair it with a stated review window, so the trigger cannot be held open indefinitely.

The client will review each deliverable within 5 business days of receipt and either approve it or provide consolidated written comments. Where no response is received within that period, the deliverable is deemed accepted and the corresponding stage becomes payable.

Clients rarely object to this at signature, because a 5-day review window reads as reasonable rather than as a trap. Introducing it mid-project, while something is already unsigned, is much harder.

What the law assumes when you have not said

Where your contract is silent, the background rules are less favourable than a clear clause but more favourable than nothing.

In the US, the clearest published statement of the principle sits in the Uniform Commercial Code, which governs sales of goods rather than services. Under section 2-606, acceptance occurs where a buyer fails to make an effective rejection, although that acceptance does not happen until they have had a reasonable opportunity to inspect. Service contracts sit under state common law, where courts have recognised similar reasoning, and the shape of it is what deemed acceptance clauses copy: a chance to look, then a point at which silence counts.

In the EU there is a firmer limit. Article 3 of the Late Payment Directive provides that where a procedure of acceptance or verification is used, its maximum duration must not exceed 30 calendar days from receipt of the goods or services, unless otherwise expressly agreed and provided that is not grossly unfair to the creditor. A client cannot simply extend the approval stage indefinitely and treat the payment clock as paused.

In the UK the position is contractual, so what you wrote is what you have. None of this is a substitute for a review window you agreed, and all of it is better than assuming a stalled approval has no end point.

The message that unsticks it

Ask for a decision rather than for approval, and give the decision a date. Offer the option of saying no, which is what makes it safe for an uncertain person to answer at all:

Subject: Phase 2 — closing this off by [date]

Hi [Name],

Checking in on the designs sent on [date]. No rush on the detail, but I'd like to close the phase off by [date] so the team can move to [next stage].

There are 3 ways this can go, and all of them are fine:

1. You're happy, and we proceed.

2. You have comments, and we book 30 minutes to go through them together.

3. The direction has shifted, in which case let's talk about what the new one is.

If I don't hear by [date] I'll assume option 1 and carry on, and invoice phase 2 as planned.

Thanks,

[Name]

The 3 options matter more than the deadline. A client who has gone quiet because they are unsure finds it much easier to pick from a list than to compose a verdict, and option 3 gives them a face-saving way to admit the brief has moved.

Where the silence is coming from 1 person who has gone quiet entirely, it may be an empty chair rather than hesitation, which is worth ruling out with a phone call before any of this.

When they are genuinely unhappy

Handle it as a dispute rather than as a sign-off problem, and handle it quickly. Ask exactly what does not work, against the brief, in writing. Agree what you will change and by when. Keep the rest of the invoice moving, since the undisputed part should not wait on the contested part.

The full sequence is in what to do when a client disputes an invoice. The 1 thing worth repeating here: do not offer unlimited revisions to recover goodwill. It converts an unhappy client into an unpaid project, and the original problem rarely gets solved by the fourth round.

What to agree next time

4 lines, in the contract, before anyone is unsure about anything:

  • A number of rounds, stated, with further rounds quoted.

  • A review window, commonly 5 business days, with consolidated written comments.

  • Deemed acceptance where no response arrives in that window.

  • A named approver, so the person giving feedback is the person who can end the phase.

The last one prevents more delay than the other 3 together. Feedback from somebody without authority to approve is the most common cause of a phase that gathers comments and never closes, and it is worth asking about with the other questions before you start.

FAQ

A client will not sign off on the work. What do I do?

Work out whether they are unsure, waiting on someone else, changing direction or actually unhappy, because the fix differs completely. Then ask for a decision by a date and offer them the option of saying no, rather than asking again for approval.

Can I invoice without sign-off?

It depends what your contract ties payment to. Where stages are triggered by your delivery or by a date, yes. Where they are triggered by approval, you need a deemed acceptance term, which is why approval is a poor trigger for subjective work.

What is a deemed acceptance clause?

A term saying a deliverable counts as accepted if the client does not respond within a stated window, commonly 5 business days. It stops an approval-triggered stage from staying open forever and is rarely contested at signature.

How long can a client take to approve work?

Whatever you agreed. In the EU, an acceptance or verification procedure must not exceed 30 calendar days from receipt unless expressly agreed otherwise and not grossly unfair. Elsewhere it is a matter of contract, which is the argument for stating a window.

What if the client just does not like it?

Taste and the brief are different claims. Not meeting the brief obliges you to fix it; preferring different choices does not. Ask which you are hearing, and quote the next round where it is the second.

Should I offer extra revisions to get it signed off?

Sparingly. Unlimited revisions turn an unhappy client into an unpaid project, and the underlying disagreement is rarely resolved by another round. A conversation about what is actually wrong works better than more work.

Not legal advice. Acceptance, approval and revision obligations depend on the contract you signed and on local law, and the provisions mentioned have their own scope. Have your terms reviewed before relying on them.

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