07 — Statement of Work (SoW) Template
Audience: AEs, Legal, Client procurement Use: Default SoW. Bracketed fields filled per deal. Material changes (anything beyond bracketed fields) require Legal + Delivery Lead sign-off.
Legal note: This template is the operational shell only. It assumes a Master Services Agreement (MSA) is in place between MEM Academy Ltd ("MEM") and [Client Legal Entity]. If no MSA exists, attach the MEM Standard Terms (separate document) and reference them in §10 below.
STATEMENT OF WORK
SoW Reference: [SOW-YYYY-NNN] Date: [Date] Between: MEM Academy Ltd (Company No. [CRN], registered office [address]) ("MEM") And: [Client Legal Name] (Company No. [CRN], registered office [address]) ("Client")
1. Engagement summary
MEM will deliver a 12-week hybrid behaviour-change engagement comprising live workshop(s), 1:1 coaching, asynchronous nudges, measurement, and board-grade reporting, in accordance with MEM's Hybrid Delivery Playbook (Sprint 5 §01).
| Item | Value |
|---|---|
| Curriculum module(s) | [e.g. Manager Mental Health (Sprint 1)] |
| Number of cohorts | [N] |
| Participants per cohort | [N] (min 15, max 30) |
| Total participants | [N] |
| Engagement start date | [Date] |
| Engagement end date | [Date + 12 weeks] |
| Total fee (excl. VAT) | £[Total] |
2. MEM's deliverables
MEM commits to deliver each of the following:
| # | Deliverable | Due | Format |
|---|---|---|---|
| 2.1 | Onboarding kickoff | Week -4 | 60-min video call |
| 2.2 | Coach matching | Week -1 | Confirmed coach per participant |
| 2.3 | Workshop(s) | Week 2 | Live, [in-person/virtual], [duration] hours |
| 2.4 | Coaching sessions | Weeks 3-10 | 4 × 45-min per participant |
| 2.5 | Nudge sequence | Weeks 4-10 | 2× weekly via agreed channel |
| 2.6 | Dashboard access | Week 2 onward | Web-based, sponsor + exec sponsor logins |
| 2.7 | Dashboard walkthroughs | Weeks 4 & 8 | 30-min each, with HR sponsor |
| 2.8 | Day-30 pulse instrument | Per participant | Anonymised, n≥5 reporting |
| 2.9 | Manager debrief | Week 11 | 60-min group session |
| 2.10 | Cohort retro | Week 12 | 60-min facilitated |
| 2.11 | Board report (PDF) | Week 12 | 2 pages, includes Row 1 SROI per Sprint 5 §07 |
| 2.12 | One revision of board report | Within 14 days of delivery | Per Sprint 6 §04 inclusions |
3. Quality gates (MEM's delivery commitments)
MEM commits to meeting the following operational standards. These are the basis on which delivery quality is measured — not the basis on which SROI ratios are guaranteed.
| Gate | Standard |
|---|---|
| Coach matching | 100% of participants matched ≥7 days before workshop |
| Workshop delivery | Delivered on agreed date; ≥1 lived-experience speaker per cohort |
| Coaching availability | ≥4 booking slots per participant offered across Weeks 3-10 |
| Nudge delivery | ≥90% of scheduled nudges sent within 24h of schedule |
| Dashboard uptime | ≥99% from Week 2 to Week 13 |
| Walkthroughs | Both W4 and W8 delivered or rescheduled within 5 working days |
| Board report | Delivered Week 12, with full audit trail (Sprint 5 §07) |
If any gate is missed due to MEM's default, the remedy is in §6.
4. Client's responsibilities
Client commits to:
| # | Responsibility | Due |
|---|---|---|
| 4.1 | Provide confirmed cohort list (name, email, line manager, location) | Week -3 |
| 4.2 | Exec sponsor sends kickoff email (MEM provides draft) | End of Week 1 |
| 4.3 | Make HR sponsor available for kickoff + W4 + W8 walkthroughs + W12 report review | As scheduled |
| 4.4 | Make line managers available for W11 debrief (60 min) | Week 11 |
| 4.5 | Provide and maintain access to agreed internal comms channel for nudges | Throughout |
| 4.6 | Provide reasonable notice (≥10 working days) of any schedule change | As applicable |
| 4.7 | Promptly raise any concerns about delivery via the named Account Manager | Throughout |
If Client fails to meet a responsibility and MEM's delivery is materially impacted, see §6.
5. Fees and payment
| Milestone | % | £ (excl. VAT) | Invoiced at |
|---|---|---|---|
| SoW signature | 40% | £[Amount] | On signature |
| Workshop delivery (Week 2) | 40% | £[Amount] | Week 2 |
| Board report delivery (Week 12) | 20% | £[Amount] | Week 12 |
| Total | 100% | £[Total] |
- Payment terms: Net 30 days from invoice date.
- VAT charged extra at prevailing UK rate.
- Late payment: interest at 4% above Bank of England base rate per Late Payment of Commercial Debts (Interest) Act 1998.
- Out-of-pocket travel (if applicable): at cost + 10%, pre-approved by Client over £500.
6. Service credits and remedies
If MEM fails a Quality Gate (§3) due to MEM's default and does not remedy within the cure period, Client is entitled to a service credit against the next invoice:
| Failure | Cure period | Service credit |
|---|---|---|
| Workshop not delivered on agreed date | 10 working days | 10% of total fee |
| Dashboard down >24h cumulative | 48h | 2% of total fee per 24h, max 10% |
| Board report delivered >5 working days late | — | 5% of total fee |
| Coach matching missed (>7 days late) | 7 days | 5% of total fee |
Service credits are the exclusive financial remedy for delivery-quality failures. Neither party is liable for indirect, consequential, or loss-of-profit damages. Total aggregate liability capped at 100% of fees paid under this SoW.
No outcome guarantees. MEM does not warrant any specific SROI ratio, pulse score, retention rate, or other outcome metric. MEM warrants delivery against the Quality Gates in §3 only.
7. Data and confidentiality
- All participant-level data is processed by MEM as Data Controller for the purposes of delivering this engagement, in accordance with the MEM Privacy Notice and applicable UK GDPR / Data Protection Act 2018 requirements.
- Client does NOT receive participant-level pulse responses, coaching notes, or individual attendance. Aggregated and anonymised data only, subject to a minimum cohort floor of n≥5.
- Coaching notes are retained for 12 months post-engagement, then destroyed unless required for safeguarding or legal purposes.
- Either party may publicise the existence of the engagement (e.g. logo use) only with the other's prior written consent. Reference-client status (if applicable in §5 discount) constitutes such consent.
8. Safeguarding
If during delivery MEM becomes aware of a participant at risk (suicidal ideation, abuse, modern slavery, immediate harm), MEM will follow the Warm Handoff protocol (Sprint 4 §07), including signposting to statutory services. MEM will notify Client's HR sponsor of the existence of a safeguarding incident (without participant identity) for governance purposes only.
9. Term and termination
- This SoW commences on signature and ends on delivery of the Week 12 board report.
- Either party may terminate for convenience with 30 days' written notice. On termination for convenience:
- Client pays for all work delivered to date (pro-rated against milestones)
- Client pays 50% of the next unstarted milestone as a wind-down fee
- Either party may terminate for material breach unremedied for 30 days.
- Sections 6, 7, and 10 survive termination.
10. General
- Governing law: England and Wales. Exclusive jurisdiction of the English courts.
- This SoW is governed by the MSA dated [Date], or, in the absence of an MSA, by MEM's Standard Terms (attached).
- Variations to this SoW require written agreement by both parties (change order).
- No assignment without prior written consent.
Signatures
| MEM Academy Ltd | [Client Name] |
|---|---|
| Name: | Name: |
| Role: | Role: |
| Signature: | Signature: |
| Date: | Date: |
Anti-patterns to refuse in negotiation
| Client asks for… | Refuse — say… |
|---|---|
| SROI ratio guarantee | "We warrant delivery, not outcome. No reputable provider guarantees a ratio." |
| Uncapped liability | "Our cap is 100% of fees — industry standard for services of this nature." |
| Individual participant data sharing | "Anonymisation is core to the model. We can't and won't share individual data." |
| Unlimited revisions to board report | "One revision is included. Further revisions chargeable at our standard rate." |
| IP assignment to client | "Curriculum and methodology remain MEM IP. Client gets a perpetual licence to use the materials delivered for internal training purposes." |
| Removing service credit caps | "Service credits cap at 25% of total fee — protects both sides from spiral disputes." |
| Removing safeguarding clause | "This is non-negotiable. It protects participants and the Client." |
If Client insists on any of the above, escalate to Sales Lead before walking away.