Statement of Work (SOW) for Master Services Agreement (MSA) (UK) by OLL
This standalone Statement of Work is a legally binding services agreement under the laws of England and Wales that defines the Services, Deliverables, timetable, Charges, IP, confidentiality, termination and other rights between the parties. It sets out both the commercial scope and the full legal terms governing a specific project without relying on a separate Master Services Agreement.
Statement of Work
Date: [effective date]
Parties
(1) [company name], a company incorporated in England and Wales with company number [customer company number] whose registered office is at [company registered office address] (“Customer”); and
(2) [supplier name], a company incorporated in [supplier jurisdiction] with company number [supplier company number] whose registered office is at [supplier registered office address] (“Supplier”).
Each a “Party” and together the “Parties”.
Interpretation
"Business Day" means a day other than a Saturday, Sunday or public holiday in England.
"Charges" means the fees payable under clause 6.
"Deliverables" means the outputs described in Schedule 1.
"Intellectual Property Rights" means patents, copyright, database rights, trade marks and all other intellectual property rights whether registered or unregistered.
"Services" means the services described in Schedule 1.
Services
The Supplier shall provide the Services with reasonable skill and care and in accordance with good industry practice.
The Services shall commence on [start date] and continue until completion of the Services unless terminated earlier in accordance with this Agreement.
The scope of the Services is limited to that expressly described in Schedule 1. Any additional services require written agreement and may incur additional Charges.
Deliverables and Acceptance
The Supplier shall deliver the Deliverables in accordance with the timetable set out in Schedule 1.
Within [services rejection notice period] Business Days of delivery, the Customer shall:
Confirm acceptance in writing; or
Provide written notice specifying material non-conformities.
If no rejection notice is served within that period, the Deliverables shall be deemed accepted.
The Supplier shall use reasonable endeavours to remedy material non-conformities promptly.
Customer Obligations
The Customer shall:
Provide all information and materials reasonably required;
Ensure information provided is complete and accurate;
Obtain necessary third-party consents;
Make timely decisions and approvals.
The Supplier shall not be liable for delay or failure caused by Customer breach of this clause.
Change Control
Either Party may request changes to the Services.
No change shall take effect unless agreed in writing and signed by authorised representatives of both Parties.
The Supplier may adjust the Charges and timetable as part of any agreed change.
Charges and Payment
The Charges are (tick the appropriate option):
☐ Fixed fee of £[fixed fee amount]
☐ Time and materials at the rates set out below:
Role | Rate |
[●] | [●] |
[●] | [●] |
All Charges are exclusive of VAT, which shall be payable at the applicable rate.
The Supplier shall invoice (tick the appropriate option):
☐ In advance
☐ Monthly in arrears
☐ On milestone completion
Payment is due within 30 days of the invoice date. If the Customer fails to pay any undisputed invoice within 30 days of receipt, the Supplier may suspend performance of the Services until payment is made, without liability for any resulting delay or loss.
Late payments shall accrue interest under the Late Payment of Commercial Debts (Interest) Act 1998.
Reasonable pre-approved expenses shall be reimbursed at cost.
Intellectual Property
Each Party retains ownership of its pre-existing Intellectual Property Rights.
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England & Wales note
This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.
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