Does this template make me IR35-compliant?

No. IR35 status depends on the actual working relationship, not the contract alone. This template uses language consistent with self-employment, but you should obtain a separate IR35 assessment for larger engagements.

Only if you are VAT registered. If you are, you must add VAT at the applicable rate to your invoices and follow HMRC rules.

Can I subcontract the work?

This template is silent on substitution. If you want an unqualified right to substitute — which can help with IR35 analysis — add an explicit substitution clause.

United Kingdom (England & Wales)

Freelance Statement of Work

An English-law freelance SOW template with IR35-aware independent contractor language.

A UK freelance Statement of Work is a short-form contract between a freelancer (typically self-employed or operating through a limited company) and a client business. English law gives parties considerable freedom to structure the commercial terms, but the tax and employment-status consequences of the engagement — particularly under the off-payroll working rules (IR35) — make the framing of the relationship important.

This template is written for a genuine independent contractor arrangement: no mutuality of obligation, no personal service requirement beyond reasonable limits, and clear client control of outcomes rather than working method. It is not a substitute for an IR35 status assessment, which is a separate exercise.

Required clauses for United Kingdom

Scope of Work: Deliverables and out-of-scope language.
Fees and Payment: Pounds sterling, invoicing cadence, and late payment rights.
Acceptance: How the client reviews and accepts deliverables.
IP Assignment on Payment: Assignment of IP to the client on payment, retaining freelancer tools.
Independent Contractor / Status: Language consistent with genuine self-employment; IR35-aware framing.
Governing Law: Laws of England and Wales.
Exclusive Jurisdiction: Courts of England and Wales.

Example contract

A hand-written illustrative example. Not a substitute for legal advice on your specific situation.

FREELANCE STATEMENT OF WORK

THIS SOW is made on [Effective Date] BETWEEN: (1) [Client], a company incorporated in England and Wales with company number [number] ("Client"); and (2) [Freelancer], trading as [name] ("Freelancer").

1. SERVICES. Freelancer shall provide the services described in Schedule 1 (the "Services"). Work outside Schedule 1 is out of scope and requires a written change note signed by both Parties.

2. TIMELINE. Freelancer shall deliver in accordance with the milestones in Schedule 1. Deadlines will be extended by any period during which Freelancer is delayed by Client.

3. FEES. Client shall pay the fees set out in Schedule 1. Freelancer shall invoice monthly in arrears and invoices shall be paid within fifteen (15) days of receipt. The Late Payment of Commercial Debts (Interest) Act 1998 applies to any overdue amounts.

4. ACCEPTANCE. Client shall review each deliverable within five (5) business days of delivery. A deliverable shall be deemed accepted if Client does not provide specific written rejection within that period.

5. INTELLECTUAL PROPERTY. Subject to full payment, Freelancer assigns to Client all intellectual property rights in the deliverables, with present assignment of future rights where applicable. Freelancer retains ownership of pre-existing tools, libraries, and methodologies, and grants Client a non-exclusive, perpetual licence to use such tools as embedded in the deliverables.

6. STATUS. Freelancer is an independent contractor and not an employee of Client. Freelancer is solely responsible for their own income tax, National Insurance contributions, and any VAT. There is no mutuality of obligation between engagements. Freelancer controls the method of work, subject to Client's legitimate requirements as to outcomes, security, and location. Nothing in this SOW creates a contract of employment.

7. CONFIDENTIALITY. Freelancer shall keep confidential any non-public information received from Client and use it only for the purpose of the Services.

8. DATA PROTECTION. If the Services involve processing personal data on behalf of Client, the Parties shall enter into a separate data processing agreement complying with Article 28 of the UK GDPR.

9. TERMINATION. Either Party may terminate this SOW on seven (7) days' written notice. On termination, Client shall pay for work performed to the termination date, and Freelancer shall deliver work product in its then-current form.

10. GOVERNING LAW. This SOW shall be governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction over any dispute.

SCHEDULE 1 — SCOPE, TIMELINE, AND FEES [Describe deliverables, milestones, and fees.]

Frequently asked questions

Does this template make me IR35-compliant?: No. IR35 status depends on the actual working relationship, not the contract alone. This template uses language consistent with self-employment, but you should obtain a separate IR35 assessment for larger engagements.
Should I charge VAT?: Only if you are VAT registered. If you are, you must add VAT at the applicable rate to your invoices and follow HMRC rules.
Can I subcontract the work?: This template is silent on substitution. If you want an unqualified right to substitute — which can help with IR35 analysis — add an explicit substitution clause.

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