First Clients: Prospecting, Quotes and Contracts

Quick answer. Your first clients are won on trust, then secured in writing. A dated quote, enforceable terms of sale and a signed contract before any work begins: that trio protects your cash flow. With no contrary clause, you must be paid within 30 days (Article L441-10 of the French Commercial Code), 60 days at most.

Winning a first client is a victory. Turning it into actual cash collected is another. In the start-up files we handle, the bottleneck is almost never a lack of prospects: it is the move from a verbal yes to a scoped contract, then to a paid invoice.

An enthusiastic founder often starts work on a simple oral agreement or an email. When a disagreement appears (scope, price, deadline), there is no enforceable document. The point is therefore not only to sell: it is to sell cleanly, within a legal and tax framework that is under control from the very first invoice.

The stakes are concrete. A young company that collects its first invoice poorly immediately widens its working capital requirement. That is why we treat prospecting, quoting and contracting as a single chain, not as three separate topics.

Early prospecting relies less on advertising than on the precision of your targeting. Before looking for clients, define the profile you serve best: size, sector, problem solved, realistic budget. Vague targeting produces cold prospects and rejected quotes.

Here is the sequence we recommend to founders in the start-up phase:

1. Define the ideal client: a precise segment (for example, architecture firms of 3 to 10 people in the Paris region), not all SMEs.
2. Activate your direct network: former employers, partners, referrers. The first client often comes from an existing relationship.
3. Produce proof: a case study, a targeted free audit, a demonstration deliverable. Proof converts better than a pitch.
4. Build a repeatable channel: referral, content, partnerships. A channel that brings only one client is not a channel.
5. Measure your conversion rate: how many meetings per signed contract? That is the metric that drives your prospecting.

What a poor conversion rate reveals#

When a founder holds many meetings without signing, the issue is rarely the product. It is often the quote: too vague, with no scope, no payment schedule. Learning to build a professional quote resolves a large share of rejections, because the client needs to understand exactly what they buy and when they pay.

A contract is not an act of distrust: it is the tool that aligns expectations. For a first commercial relationship, a signed quote acting as a purchase order, together with your terms of sale, is often enough. Above a certain amount or for a complex engagement, a dedicated contract becomes necessary.

The clauses we consider non-negotiable in a first relationship:

• Precise object and scope: what is included, and above all what is not.
• Price, terms and schedule: deposit on order, milestones, balance on delivery.
• Payment term and late penalties: failing a clause, the statutory 30-day term applies (Article L441-10 of the Commercial Code).
• Ownership and deliverables: transfer of ownership conditional on full payment.
• Termination and limitation of liability: exit conditions and an indemnity cap.
• Retention of title for sales of goods, which protects in the event of non-payment.

For international sales, do not forget the allocation of transport costs and risks, governed by the Incoterms 2026 rules, often missing from early export contracts. On the contractual substance, we help founders secure their commercial contracts from the outset, as an extension of the accounting engagement.

General terms of sale are the legal foundation of your client relationship. Between professionals, Article L441-1 of the Commercial Code defines them as the single basis of commercial negotiation: any professional buyer who requests them must be able to obtain them on a durable medium. A failure to communicate them is punishable by an administrative fine of up to 75,000 euros for a legal entity.

Enforceable terms of sale must at least cover price and its conditions, payment terms and deadlines, late penalties, the flat-rate recovery indemnity, and early-payment discount conditions. To go further, our dedicated article explains how to draft your terms of sale according to your activity. And if you sell to both businesses and consumers, the obligations differ: our guidance on the differences between B2B and B2C terms avoids the common mistake of a single unsuitable document.

The enforceability trap#

Drafting terms of sale is not enough: they must also be accepted before the work begins. Terms sent only with the final invoice are hard to enforce. Best practice is to have them validated in the signed quote or contract, before any start of performance.

The framework for payment terms between professionals is strict. It protects the creditor, and therefore your young company. Here is a summary of the rules in force as of spring 2026.

These statements are not optional: the absence of the penalty rate or the indemnity amount on an invoice exposes you to a fine of up to 375,000 euros for a legal entity. For the detail of sanctions and good collection practices, see our analysis of payment terms and late penalties.

The invoice is the act that triggers your right to payment. It must be issued as soon as the goods are delivered or the service performed, and must include all mandatory statements (Article L441-9 of the Commercial Code): parties, SIREN number, due date, penalty rate, recovery indemnity.

Two 2026 topics deserve particular attention when starting out:

The VAT exemption (franchise en base). Below the threshold, you invoice without VAT, with the statement "VAT not applicable, Article 293 B of the General Tax Code". The 2026 thresholds are 37,500 euros for services and 85,000 euros for commercial activities; the proposed single 25,000-euro threshold was abandoned. Choosing between exemption and being VAT-registered is not neutral: if your clients are businesses that recover VAT, registration may be preferable. This is one of the trade-offs we study when a founder hesitates whether to stay under the micro regime or move to a company.

Electronic invoicing. From 1 September 2026, all businesses established in France and liable for VAT must be able to receive electronic invoices through an approved platform (PDP). The obligation to issue is gradual: large companies and mid-caps in 2026, SMEs and micro-businesses in 2027. Anticipating the choice of a compatible tool avoids a last-minute compliance scramble. Our guide on the electronic invoicing reform details the timetable.

We specifically support consultants and independent professionals, whose time-based or fixed-fee billing model calls for particular clauses.

The underestimated risk. The danger is not failing to find a client: it is collecting too late. A first contract signed with no deposit, paid at 60 days, can suffocate start-up cash flow. Asking for a deposit on order is not a sign of distrust; it is a management rule. Building a 13-week cash-flow forecast from your first invoices lets you see the gap coming before it hits.

What the authorities look at. Mandatory invoice statements and the communication of terms of sale are subject to controls by the DGCCRF (the French consumer and competition authority). An incomplete invoice is not just a formal defect: it weakens your collection and exposes you to sanctions. Documentary compliance is an asset, not a constraint.

Recently, the director of a young consulting company came to us after signing three engagements in two months, with no formal written framework. Work had begun, but no deposit had been requested and payment terms had never been set. The result: by the end of the first quarter, the order book was full and the bank account empty.

Our reading on this is consistent: the quality of a commercial start-up is not measured by the number of clients signed, but by the average time to collection. A founder who masters their quote, their terms and their billing rhythm controls their cash; one who neglects them is unknowingly financing their own clients.

The most useful trade-off at the start pits commercial flexibility against legal security. Too much rigidity scares off a first prospect; too much laxity creates unpaid invoices. The sensible path is to standardise the written framework (template quote, terms of sale, contract template) so you can negotiate on price, never on the framework. As chartered accountants registered with the French professional body (the Ordre des experts-comptables), we build this contractual discipline into the creation of your company, because it directly shapes the financial health of the first years.

Hayot Expertise tip. Before your first engagement, freeze three documents: a template quote with deposit and schedule, enforceable terms of sale, and a compliant invoice template. Have them reviewed once by a professional: the cost is marginal compared with the first unpaid invoice they prevent. This framework takes a few hours to set up and serves you for years.