A statement of work drafted under the law of England and Wales. Below: what it is usually called here, what the legislation says, and the governing-law clause this draft prints.
What is a statement of work called in England and Wales?
In England and Wales this is usually called a statement of work (also called a project schedule or work order).
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What changes under the law of England and Wales?
In the UK a SOW is often attached as a schedule to the services agreement, so it inherits the master terms on liability and IP. Milestone invoices between businesses fall under the Late Payment Act, which is worth remembering when you set payment dates.
In England and Wales, an electronic signature is admissible in evidence on any question about the authenticity or integrity of a communication or data.
Statutory interest on late payment of commercial debts is set by order under the Late Payment of Commercial Debts (Interest) Act 1998; gov.uk states the rate as 8% plus the Bank of England base rate.
An action on a simple contract cannot be brought after six years from when the cause of action accrued; an action on a specialty (such as a deed) has twelve years.
This agreement and any dispute arising out of or in connection with it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.
In Plain English: if there is a dispute, the law of England and Wales decides what the contract means, and the named courts hear it. It does not say this is the right choice for you; that depends on where the parties are and what they agree.
The other clauses, in Plain English
Legal wording · example
1Fees
The Client shall pay the Fees in the instalments set out in the Milestone Schedule, each within [14] days of the invoice date.
In Plain English
You get paid in stages as milestones are hit, with each invoice due within the days you agree.
This SOW is governed by the Master Services Agreement dated [date]. If they conflict, the Master Services Agreement prevails unless this SOW expressly says otherwise.
In Plain English
The main agreement's terms win, unless this SOW clearly says it is changing them for this project.
Can a statement of work be signed electronically in England?
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Usually, yes. An electronic signature is admissible in evidence (Electronic Communications Act 2000 s.7), and the Law Commission's 2019 report says it is capable of executing a document where the signer intends to authenticate it. A statement of work is commonly a simple contract, not a deed, so no witness is needed.
Can I charge interest if the invoice is paid late?
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Between businesses, statutory interest is available under the Late Payment of Commercial Debts (Interest) Act 1998. gov.uk states the rate as 8% plus the Bank of England base rate. A contract can also set its own rate.
Is a statement of work a contract on its own?
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It can be, but in practice it usually points to a master services agreement for the legal terms. Without one, it may say nothing about liability, IP or termination.