Reviewing a statement of work from a client

A statement of work is where the money is won or lost under a master services agreement: it fixes what the supplier will deliver, by when, for how much and against what acceptance test, and the client's template decides how the scope and the price are fixed. The master agreement's protections only help if the statement of work does not override them. I review the statement of work from the supplier's side and return it marked up with a written explanation of the changes and which ones a client will accept, for a fixed fee of £495 in three working days.

Who this is for

Consultancies, software and technology suppliers, agencies and professional services businesses in England and Wales that have been sent a statement of work, work order or project schedule by a client, under a master agreement already signed or alongside a new one, and want the scope, the fee and the acceptance terms to be ones they can deliver. Both parties are businesses.

What to look for in a statement of work

Scope, assumptions and what is out

The statement of work should describe the services and deliverables in enough detail that a reader can say whether a piece of work is in or out, list the assumptions the price depends on (client resources, access, data, decisions by dates), and state the exclusions. The review checks that the client's dependencies are obligations with consequences, that a failed assumption entitles the supplier to time and money, and that phrases such as 'including but not limited to' and 'as required to achieve the client's objectives' are removed from the scope, because they turn a fixed price into an open one.

Fees, expenses, milestones and time and materials

For a fixed price, the statement of work should tie payment to milestones the supplier controls and set a payment on signature; for time and materials, it should fix the rates, the rate card's review date, the estimate and what happens when the estimate is reached, and whether the client can cap the fee. The review checks the invoicing schedule, expense reimbursement, and that payment terms are those in the master agreement rather than longer ones inserted in the schedule. The Late Payment of Commercial Debts (Interest) Act 1998 applies where the contract's own remedy is not substantial.

Acceptance, deemed acceptance and rejection

Acceptance criteria decide when a milestone is paid and when the warranty starts. The review asks for objective criteria set out in the statement of work, a defined acceptance period after which deliverables are deemed accepted, a limit on the number of rejection rounds, and a rule that use of a deliverable in production is acceptance. Under section 13 of the Supply of Goods and Services Act 1982 the supplier must perform with reasonable care and skill, and the review checks that the statement of work does not convert that into a guarantee that the deliverable will achieve the client's business outcome.

Change control and the timetable

The statement of work should state that any change to scope, timetable or assumptions goes through a written change procedure with an impact assessment and an agreed adjustment to price and dates before the work proceeds, and that the supplier is not obliged to perform a change until it is agreed. The review checks the timetable for dependencies on the client, that dates are estimates unless the master agreement makes time of the essence, and that delay caused by the client extends the supplier's dates and is paid for.

Deliverables, intellectual property and the supplier's tools

Under section 11 of the Copyright, Designs and Patents Act 1988 the supplier owns what it creates unless it assigns it, and an assignment must be in writing under section 90. Client templates assign all intellectual property in the deliverables, which can sweep in the supplier's methods, code libraries and know-how. The review separates the supplier's pre-existing and generic materials, which are licensed, from client-specific deliverables, which may be assigned on payment, and checks that any assignment takes effect only when the fee is paid. Where the work involves personal data, the processor terms required by Article 28 of the UK GDPR and the Data Protection Act 2018 should be in the master agreement, not improvised in the schedule.

Precedence, individuals and status

The statement of work should say that the master agreement prevails over it unless a provision of the master agreement is identified and expressly varied, so that a schedule drafted by a project manager cannot remove the liability cap. Where named individuals will do the work, the review checks key personnel and replacement provisions, and where the supplier is an individual working through a company, the client's obligations under the off-payroll working rules in Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003 and the way the statement of work describes control and substitution.

What it costs

Standard review, £495. Marked-up document and a written explanation of the changes. Three working days.

Buying online forms the engagement on payment. The scope is what the contract review page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

The master agreement caps our liability but the statement of work says it takes precedence. Which wins?

The document the precedence clause says wins, so the review changes that clause. The master agreement should prevail, with a statement of work able to vary it only where it identifies the clause it is changing, so that a project schedule cannot remove the cap or the payment terms.

The client wants a fixed price but will not fix the scope. What do we do?

The review writes the scope, assumptions and exclusions tightly enough for the price to hold, and adds a change control clause so that anything outside them is priced before it is done. If the client will not agree assumptions, the review recommends time and materials with an estimate rather than a fixed price.

Do we lose our own tools and templates if we assign the deliverables?

Only if the assignment is drafted that widely, and client templates often are. The review carves out your pre-existing materials, methods and generic components as licensed rather than assigned, so that only the client-specific deliverable transfers, and only once it has been paid for.

Related guidance and services

• Contract review, £495, the service this page describes
• Consultancy and contractor agreements, £595
• Reviewing a master services agreement from an enterprise customer

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.