Statement Of Work Review Checklist For Agencies

A good statement of work review checklist should help you answer one simple question: do you know exactly what you're agreeing to deliver, when you'll deliver it, and how you'll get paid for it?

For agencies, the tricky part is that a statement of work can look harmless. It's often just a few pages about a campaign, website, brand refresh or consulting project. But small wording gaps can create big problems later, especially around scope creep, late client feedback, ownership of creative work and unpaid invoices.

The good news is that you don't need to overcomplicate it. You just need to review the SOW with the same care you bring to the work itself.

What Should A Statement Of Work Include In NZ?

A statement of work in NZ should clearly set out the project-specific deal between you and your client, while working together with your main services agreement.

Your master services agreement, or MSA, usually sets the general rules. It might cover liability, termination, confidentiality, intellectual property, privacy, payment terms and dispute steps. The SOW then fills in the project details.

Before you sign, check that the SOW names the right legal entity. For a New Zealand company, the company name and NZBN can help avoid confusion, and you can usually confirm these details through the Companies Office. This matters because you want the party signing the SOW to be the party responsible for paying you.

A practical SOW outline might look like this:

1. Parties: Write the legal names, trading names, NZBNs and key contacts.
2. Project Background: Briefly describe what the client is trying to achieve.
3. Deliverables: List exactly what you'll create, supply or do.
4. Out Of Scope Items: Say what isn't included, even if the client may expect it.
5. Timeline And Milestones: Set dates, review points and what each date depends on.
6. Fees And Payment: State fixed fees, hourly rates, retainers, deposits, expenses and GST treatment.
7. Client Responsibilities: Set out access, approvals, assets, information and feedback deadlines.
8. Acceptance Process: Explain how deliverables are reviewed, accepted and signed off.
9. Change Control: Describe how extra work is approved and priced.
10. IP, Confidentiality And Privacy: Say who owns what and how information will be handled.
11. Conflict With The MSA: Say which document wins if the SOW and MSA don't match.

This outline is a starting point, not a finished legal document. Templates often miss the details that make agency work run smoothly, so it's worth having the wording reviewed and tailored before you use it with clients.

How Do You Check The Deliverables And Scope?

You check deliverables and scope by asking whether a stranger could read the SOW and know exactly what your agency is responsible for delivering.

Vague scope is where many agency projects go off track. Phrases like "website redesign", "brand strategy" or "social media support" can mean very different things to you and your client.

For each deliverable, try to specify:

• the format, such as PDF, editable design file, Figma file, report, ad copy or source code
• the quantity, such as 10 landing pages, 3 logo concepts or 12 social posts per month
• the quality or technical standard, such as mobile responsive pages or brand-ready artwork
• the number of revision rounds included
• whether implementation, upload, testing or training is included
• what the client must provide before you can start

It's also smart to write down what is excluded. This can feel awkward, but it protects the relationship because expectations are clear from day one.

For example, if you're building a Shopify site, your SOW might say that product photography, copywriting, third-party app fees, SEO migration, website copy review, legal website policies and ongoing maintenance aren't included unless agreed through a change request.

Worked Example

Say Kauri Studio agrees to build a 12-page website for a Wellington consulting client for $18,000 plus GST. The SOW includes two design concepts, one chosen concept, 12 pages, two rounds of revisions and launch support for one business day.

Halfway through, the client asks for 8 extra pages, a booking integration and a third design direction. Because the SOW clearly lists the included deliverables and revision rounds, Kauri Studio can quote the extra work instead of absorbing it. Without that wording, the client may argue those items were part of the "website build".

What Assumptions And Dependencies Should You Lock In?

You should lock in any assumption or dependency that affects your time, price or ability to deliver the project.

Agencies often take on risk without meaning to. You price the project assuming the client will give feedback within a week, provide brand assets on time or have access to their website admin account. If those things don't happen, your team still carries the delivery pressure unless the SOW says otherwise.

Common assumptions to include are:

• the client will provide accurate content, images, logins, brand guidelines and technical access by set dates
• client feedback will come from one nominated decision-maker
• feedback will be consolidated, not sent in multiple conflicting rounds
• third-party tools, platforms and suppliers will be available and fit for purpose
• your quote assumes no major change to the brief, audience, platform or campaign objective
• your team will work during normal business hours unless after-hours support is agreed

Then connect those assumptions to a consequence. For example, if the client misses a content deadline, the project timeline moves out by at least the same number of days. If the client changes the brief after approval, that triggers change control.

This is also where you should be careful with performance promises. The Fair Trading Act 1986 prohibits misleading or deceptive conduct in trade, so don't promise results you can't control, such as guaranteed sales, rankings or conversion rates, unless you're genuinely able to stand behind them. You can promise the work you'll do, but be careful promising the commercial outcome.

How Should Change Control Work In An Agency SOW?

Change control should make it clear that extra work only starts once the client has approved the change, the price and any timeline impact.

This is one of the most important parts of a SOW contract review because scope creep often arrives as a friendly request. "Can you just add this?" or "Could we try one more concept?" might sound small, but those requests can quickly eat into your margin.

Your change control clause should explain:

• what counts as a change, such as extra deliverables, extra revision rounds, new platforms, urgent work or a change in strategy
• who can request a change for the client
• how you'll price changes, such as a fixed fee, hourly rate or day rate
• whether you need written approval by email, e-signature or another agreed method
• how the change affects milestones, launch dates and payment dates
• what happens if the client asks for work before the change is approved

A simple process often works best:

1. Request: The client asks for a change in writing.
2. Assessment: You confirm whether it's in scope or out of scope.
3. Quote: You set out the fee, timing and assumptions.
4. Approval: The client approves before your team starts.
5. Record: You keep the approved change with the project file.

Under the Contract and Commercial Law Act 2017, electronic signatures and electronic communications can often be used for commercial documents if the legal requirements are met. In practice, email approval may be enough for some changes, but bigger variations should be documented more formally so there's less room for debate later.

What Should Acceptance, Timelines And Payment Terms Say?

Acceptance, timelines and payment terms should say when work is considered approved, what happens if the client delays feedback, and when your invoices become payable.

Acceptance is especially important for creative, digital and consulting work because clients can keep asking for tweaks long after the core deliverable is complete.

Your SOW can deal with this by setting out:

• how many business days the client has to review each deliverable
• what kind of feedback counts as valid feedback
• whether silence after the review period means acceptance
• what happens if feedback is subjective rather than tied to the agreed brief
• when a milestone is complete for invoicing purposes

For example, your SOW might say the client has 5 business days to provide consolidated feedback on a draft deliverable. If no feedback is received within that period, the deliverable is treated as accepted and the next invoice can be issued. The exact timing should suit your project, but the key is to write it down.

Payment terms should also match how the work is delivered. A long project with one final payment puts unnecessary cashflow pressure on your business. Milestone payments, deposits or monthly retainers can be much safer.

Check whether the SOW covers:

• deposit amount and due date
• milestone invoices and what triggers them
• payment due date, such as 7, 14 or 20 days after invoice
• GST and approved expenses
• late payment consequences, if your MSA includes them
• whether you can pause work for unpaid invoices

If your client uses a purchase order process, include that in the SOW too. You don't want to complete a milestone and then find out the invoice can't be processed because a PO wasn't raised.

How Should IP, Confidentiality And The Master Agreement Fit Together?

IP, confidentiality and the master agreement should work together so there's no confusion about who owns the work, what the client can use, and which document controls the deal.

In New Zealand, copyright is mainly dealt with under the Copyright Act 1994. For agency work, copyright can arise in things like copy, artwork, code, designs, photographs, videos, reports and strategy documents. Trade marks, such as brand names and logos used to distinguish goods or services, are dealt with through trade mark registration with IPONZ if the client wants registered protection.

Your SOW should be clear about whether the client gets:

• ownership of the final approved deliverables after full payment
• a licence to use the deliverables for specific purposes
• access to source files, editable files or working files
• rights to rejected concepts or only the final approved option
• rights to pre-existing tools, templates, code libraries or know-how you brought to the project

This is an area where agencies often give away more than they mean to. For example, you may be happy for the client to own the final logo after payment, but not your internal strategy framework, pitch concepts they didn't choose or reusable code library.

If you'll handle personal information, the SOW should also line up with your Privacy Act 2020 obligations. For example, a marketing agency working with a client's customer list should be clear about who controls the data, what you can use it for, what your privacy policy says, how you'll secure it and what happens when the project ends.

Finally, check the conflict clause. If the SOW says the client owns all materials immediately, but the MSA says ownership transfers only after full payment, you need to know which clause wins. A common approach is that the MSA controls general terms, but the SOW controls project-specific details. The right setup depends on your documents, so get tailored advice if the wording doesn't line up.

Key Takeaways

• A strong agency statement of work makes deliverables, exclusions, assumptions and client responsibilities clear.
• Scope creep is easier to manage when your SOW has a simple written change control process.
• Acceptance wording helps you avoid endless revision cycles and ties project sign-off to invoicing.
• Your timeline should move if the client misses agreed feedback, access or content deadlines.
• IP clauses should separate final paid deliverables from your pre-existing tools, concepts and know-how.
• Always check that the SOW and master services agreement don't contradict each other.

If you'd like help with reviewing your client SOWs, tailoring your agency service agreements, tightening your IP and change control clauses, or setting up clearer payment terms, you can reach us at 0800 002 184 or team@sprintlaw.co.nz for a free, no-obligations chat.