Freelancers, here’s your cut-out-and-keep legal guide to…Statement of Works

For a Freelance UK reader specialising in design, we advised that the Schedule of Works/Scope, Payment Terms, Client Obligations, Term/Termination sections of a contract are especially important, writes Lily Morrison and Komal Shemar, legal consultants at Gerrish Legal, a law firm serving freelancers and self-employed sole traders.

Freelancers legal guide Statement of Works

In this new series for freelancers and the self-employed, we will examine these five sections in more detail, to consider why these clauses are so important and give one-person businesses some top tips on what they should look out for when drafting and agreeing to contracts, during the covid-19 outbreak and after it,.

First up for in this part one, then, Schedule of Works.

What is the Schedule of Works/Scope clause?

For the self-employed, a contract lays out the relationship that will exist between a freelancer and the freelancer’s client (and /or sometimes a supplier such as an agency). Well, the Schedule of Works clause is often the most specific and individual to freelancers. It lays out a logical progression of the project that will be carried out and what both parties are expected to do.

The section will normally be at the end of a standard contract and will lay out exactly what is to be done; the targets that should be met, and the timeframes that this should be done in. This is additional to the general terms that have been agreed in the contract, and will normally be specific to the freelancer who is signing the contract.

How should the Schedule of Work clause be drafted?

In short, specifically! So ensure the clause is as precise as possible. It is not a good idea to have any elements of interpretation here. For example, a contract which simply requires a freelancer to “help the business achieve its marketing targets” could be open to interpretation and could see a client then demanding more work than had been expected, or refusing to pay for services rendered on the basis that its own targets have not been achieved.

Wording in the contract should be clear and it should be easy for a new party reading the contract to understand exactly what is to be done, and when, precisely, it will be considered done.

What should the SoW clause include?

It is good practice to spell out the hours and days that a freelancer will be willing or expected to work, and at what stage a project will be considered complete. If services are to be ongoing and continuous, the Schedule of Works (SoW) should state when the services will finish.

The amount of communication or negotiation that the freelancer would be willing to accept during the project can be carved out here. For example, a contract might stipulate that “the client may reject up to three marketing campaigns in a project”. Make sure there is an objective test to interpret the quality of the project and leave as little to interpretation as is possible.

This section will normally set out arguably the most important part of the agreement -- the price! This might be an hourly or day rate, or a full project cost, depending on the services that are to be provided. Consider which option suits best and ensure that the option that has been chosen is clear and in accordance with the payment terms. We will consider this in more detail in the next instalment of our series.

Finally, a top tip for freelancers to avoid coming unstuck

Make sure that the Schedule of Works clause is referenced throughout the rest of the contract. It is useful to state that a freelancer has been engaged to provide services “in accordance with the Schedule of Works.” This means that if there are any additional unhelpfully vague terms throughout the contract, for example that the freelancer “will aid in achieving targets,” the Schedule of Works defining what an acceptable level of targets would be will aid in interpretation.

                             

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