A Statement of Work questions

[DavidSC]

First a bit of background:

I have a client who has agreed to use the Contract and Assignment Schedule (SoW) provided by IR35 Shield and have successfully delivered a fair small chunk of development work using it.

However, as the work was at the point of completion, i.e. it had been passed by their internal testers and I'd cut the invoice for it, a number of changes were requested. I've provided an estimate for this work (only a few days really) and advised that they need to spin up another SoW to cover it.

And that's where the problems have started - they have had a different idea and I don't like the sound of it.

The client has suggested a 'generic' or 'catch-all' SoW be drawn up that could be used 'for any unique or specific tickets not detailed or defined in a prior SOW'.
During conversations they seem to be implying that this would be open ended and allow changes and ad-hoc work to be undertaken with minimal paperwork - but that smells a bit to me like they will be looking to assign ad-hoc tickets to me as they feel like it. It certainly flies in the face of a proper 'Scope of Work' as there is no actual defined scope.

I also think we have highlighted that the original SoW template needs to be extended to with a mechanism to support Change Requests that impact the work covered by the document.

So, my questions are:
1. Is that generic / catch-all SoW the abomination i think it is?
2. Does anyone else adopt the SoW approach and have suitable wording for handling Change Requests or advise on how to handle them?

[northernladuk]

So if it's been drawn up by an IR35 company it's likely just a process to follow rather than what the business wants but sounds like it's worked so far. Now you've come to the end and ad-hoc work is starting playing at SoW's isn't working very well. I'd take a guess the client just wants a dev to complete a piece of work which includes the messy bit at the end. So really you are a bum on a seat but playing SoW's because IR35 dicates it.

Bearing in mind IR35 is the client's responsibility and they seem to be taking it pretty seriously so far (all be it possibly a bit of a shame) I don't think I'd be letting SoW's dictate or ruin what the client wants. All the big boys have SoW and that somehow covers changes, remediation and scope change so they must be doing something right. Was your original sow too tight and could have an included a small amount of ad hoc/scope change work? I can see how raising paperwork for ad-hoc work, changes and remediation not covered in the first SoW is a pain in the bum for the client. They have you, why should they be tripped up by paperwork?

Must admit, until I actually see the wording, I don't think I'd have a problem with a fairly open SoW. You say generic but it isn't really, it's constrained to ad-hoc extra work withing a time period. That said, if it says you can do anything, anytime as asked, then yes that's a bit open but if it's worded around the work you are doing and limited to changes and your deliverables of that change I think I'd be happy.

On top of that I'd have an open minded review of what you are doing. Are you truly SoW driven and it's a real tight ship or are you just playing at SoWs. Be honest with yourself. If it's leaning towards playing then be OK relaxing on the wording as long as the document is still good for IR35 defence (which is the clients issue really)

So 1. No, it might not be as bad as you are thinking and nothing wrong with woolly SoW's with open ended terms as long as you and the client know what you are getting in to and 2. no sorry.

The silver bullet here might be two SoW's. One for clear deliverable work and call off for ad-hoc. No bum on seat contractor has multiple SoW's so wording can be a bit woolly on one but you are still covered. That an option at all? If the client is IR35 averse tell them it strengthens their case as well.

[northernladuk]

p.s. you fawning lickspittle. (because it's in General and I can)

[malvolio]

To be fair, the "big boy" SOWs define things like timescale, completion criteria, payment schedules, quality standards and error correction for any piece of work undertaken under the overarching contract. It does not have to relate to a specific deliverable - it helps if it does but as you have discovered, clients see that as either restrictive or expensive to administer (or even both).

If the main contract is outside IR35 (I assume both sides think it is), the schedule may need a tweak to allow for multiple work packages within the framework of the SOW. But tread carefully, you may end up without a contract at all...

Plan B would be a call off contract against a retainer fee under the overall SoW agreement but that carries its own issues.

[DavidSC]

Thanks for taking the time to respond with so much detail northernladuk, really appreciated.

I think I may have missed out a vital piece of information here - my client is deemed as a 'Small Company' so the determination falls to me, not them. They are also not taking IR35 that seriously ... because they are a small company I guess.

Also, what they really need is an employee - not a contractor because after I finished my initial project work with them (not under an SoW) they started to want more BAU work from me, which I declined.

I did try to explain IR35 as best I could but they responded with a new contract which was so far Inside it would be difficult to see daylight - again, I declined.

That's when I pushed them to a Statement of Work approach but I think they are trying to play a bit fast and loose here with this generic version - basically to provide the ability to say 'oh, can you just do this [totally unrelated] bug ticket that's just come in' and that sort of thing.

It's also the intention that this would be ad-hoc and open-ended, i.e. no defined work as such (maybe one or two kickoff tickets) and no defined end date. To me this eliminates the 'scope' aspect.

Thanks again for taking the time to put your thoughts down.

[northernladuk]

Thanks for taking the time to respond with so much detail northernladuk, really appreciated.

I think I may have missed out a vital piece of information here - my client is deemed as a 'Small Company' so the determination falls to me, not them. They are also not taking IR35 that seriously ... because they are a small company I guess.

Also, what they really need is an employee - not a contractor because after I finished my initial project work with them (not under an SoW) they started to want more BAU work from me, which I declined.

Yep, IMO that's usually the case for small companies. They want temp employees as the generally aren't big enough to have an employee per role so it's all hands to the pump to do what's needed. I'm always sceptical of outside gigs and small clients. It can happen but more often than not it's exactly what you are describing.

I did try to explain IR35 as best I could but they responded with a new contract which was so far Inside it would be difficult to see daylight - again, I declined.

Yep, not unusual and fair play for actually caring about IR35. People can be over pedantic about this sometimes but I don't think you can be in a small company in the current climate.

That's when I pushed them to a Statement of Work approach but I think they are trying to play a bit fast and loose here with this generic version - basically to provide the ability to say 'oh, can you just do this [totally unrelated] bug ticket that's just come in' and that sort of thing.

It's also the intention that this would be ad-hoc and open-ended, i.e. no defined work as such (maybe one or two kickoff tickets) and no defined end date. To me this eliminates the 'scope' aspect.

They are playing fast and lose because the went an employee and don't want to do all the IR35 stuff. You can play IR35 up to a point but if the working practices and client expectation is a perm/inside then there is little you can do. Just down to your appetite for risk.

[vetran]

Statement of work is normally to get a fixed price, but if they want a fixed price the contractor will want a fixed scope.

If they want a fixed price then they need to agree exactly what you do. There will be good will and flexibility but time & materials is available when they don't want to specify.

Maybe have a target plan and review weekly/monthly? That is what big consultancies do.

[dsc]

Others already responded with relevant comments, I just wanted to add that this whole "can't be miffed with a new SoW" really boils my piss. How hard is it to sit down and do a new SoW? 10min tops? or a few minutes if you know exactly what you need? If companies (even small ones) tried harder to make this whole contractor game work for both sides life would seriously be much easier.

[DavidSC]

Statement of work is normally to get a fixed price, but if they want a fixed price the contractor will want a fixed scope.

And herein lies the problem - during the previous engagement with them I was working on a migration project and saw the way they operate and the level of detail they expect developers and testers to work from - minimal to say the least. This makes it hard to estimate and because they are not averse to throwing in the odd curve ball that would expand the scope it really wasn't viable to go for a fixed price (unless I loaded it heavily which they wouldn't have accepted)

[DavidSC]

Others already responded with relevant comments, I just wanted to add that this whole "can't be miffed with a new SoW" really boils my piss. How hard is it to sit down and do a new SoW? 10min tops? or a few minutes if you know exactly what you need? If companies (even small ones) tried harder to make this whole contractor game work for both sides life would seriously be much easier.

Agreed - more client s really don't get it and want contractors instead of employee so that they can avoid all the baggage that permies bring - but they still want to use them as employees.

The client in question has no employed developers - they are all contractors and in my opinion all well Inside IR35 because of the way the client uses them. I've rocked the boat and am probably about to be shown the door because of if but that's fine by me.