Statement of Work Template for UK Professional Services Contracts

When to use a statement of work

A statement of work (SoW) is used alongside a master services agreement (MSA) or general terms of business to define the specifics of a single engagement. While the MSA governs liability, IP, and payment mechanics, the SoW states what is being built or delivered, the timeline, acceptance criteria, and the price for that particular project.

Using a modular MSA-plus-SoW structure means you only need to negotiate the headline legal terms once; each new project triggers a new SoW rather than a full contract renegotiation.

Recommended structure

• Background and objectives: A brief statement of why the work is being commissioned and what business outcome the client expects.
• Scope of services: A precise, numbered list of what the supplier will do. Equally important: an explicit list of what is out of scope.
• Deliverables and acceptance criteria: What will be produced, in what format, and how the client will formally accept or reject each deliverable.
• Timeline and milestones: Key dates tied to specific outputs, with any dependencies on client actions clearly noted.
• Fees and payment schedule: Fixed price or time-and-materials rate, invoicing triggers, and any expenses policy.
• Change control procedure: How additional work is requested, approved, and priced.

Acceptance criteria — the detail that matters most

Acceptance criteria define when a deliverable is complete. Without them, clients can withhold sign-off indefinitely or demand revisions that were never in scope. Criteria should be objective and measurable — for example, "the system will process 500 concurrent users without error" rather than "the system will perform well."

Include a deemed-acceptance clause: if the client fails to review and respond within a defined period (commonly 10 business days), the deliverable is deemed accepted. Confirm the appropriate wording with your solicitor.

Change control

Scope creep — additional requests absorbed informally without additional payment — is one of the most common causes of margin erosion in professional services. A documented change control procedure requires any out-of-scope request to be submitted in writing, assessed, and approved by both parties before work begins. This protects both sides: the client gets cost visibility; the supplier gets protection against unpaid extras.