How to Review a Key-Person Replacement Notice in a PSA

Willa, Ops at a 19-person UK agency, is about to treat the named lead on the SOW as a courtesy. Finance signed off. Knowing how to review a key-person replacement notice in a psa is a 25-minute hunt: write named people, log notice days before a planned swap, require your written approval of a same-seniority same-clearance substitute, then insist on a ramp-down overlap.

September 2026. English law; exclusive courts of England and Wales. The packet — PSA, SOW, and any personnel exhibit — attached schedule or appendix, dated today. Not HMRC’s PAYE Settlement Agreement. SOW line 3 names the Engagement Director. Clause 8: “Supplier may replace personnel with suitably qualified staff.”

No notice days. No prior written approval. No same seniority or same BPSS or SC. No overlap. AE Slack: “You’ll always have a suitably qualified team — that’s the point.” The named lead pitched in July; client work sits in that person’s head. Friday is booked. The rush is the problem. The hidden risk is a pointer, not a lock. The AE line is the pressure that lets her sign.

A name on the SOW is not a lock — and “suitably qualified” is the supplier marking their own homework. CCS Call-Off Schedule 7: a planned Key Staff change wants at least three (3) months’ notice, incoming and outgoing staff working together, and a vacancy cap of ten (10) working days. Clause 8 has none of that. Canada’s Procurement Ombud (2025): in ArriveCAN-related files, 76% of applicable contracts had some or all proposed resources perform no work.

Disclaimer: Checkory provides AI support, not legal advice. Consult a qualified lawyer for binding decisions.

Which names sit on the SOW — a named lead, or a suitably qualified team?

A name without a replacement machine is a pointer. Circle SOW line 3 and clause 8. If a courtesy name sits next to “suitably qualified staff,” you bought an adjective, not a person. Write the exact names and roles, or log “suitably qualified only — fail.”

Do: demand Key Personnel with names and titles. Don’t: treat the pitch-lead as locked because the SOW typed them. For example, IUCN’s February 2026 template assigns “[name and title] as Key Personnel” and requires written advance approval of any replacement. GovDash (August 2026) still treats a named individual as a bid commitment, not an HR signature.

What does a planned swap require in notice days?

Circle the missing number. A planned rotation can happen on a silent Monday if the paper has no days. Illness, death, and resignation with less than the planned floor need maximum notice practicable — not a cover story for moving the lead. Log planned-swap days versus “no days — fail.”

CCS Schedule 7 wants at least three (3) months for a planned change — key person leave notice days sit in that row. VAAR 852.237-75 wants at least 30 days before a voluntary diversion. CAR 1352.237-75 wants at least 15 working days plus complete résumés. North Ayrshire (April 2026) wants one month’s written notice — Scotland colour, not England-and-Wales statute. Put the number in the paper. Do: split planned versus illness. Don’t: invent a “fair” 30 days as law. In practice, ask in writing: leaving, or moving accounts?

Why does the substitute need the same seniority and the same clearance?

“Suitably qualified” is the supplier’s adjective. Same title is not same seniority, and a badge does not teleport clearance. Named consultant replacement approval is her written yes — not unreasonably withheld is a common compromise — plus CV, interview, reject, same grade, same BPSS or SC.

Bidwell on BPSS, SC, DV: BPSS is typically 5–10 working days; SC typically 6–12 weeks, requires sponsorship, and must be transferred. A substitute still in the SC queue is not cleared. CAR wants equal-or-exceeding credentials and a decision in 10 working days. Afterpattern key-personnel samples give a CV and an interview right. Do: tick substitute same seniority and same clearance as two rows. Don’t: let them self-certify “suitably qualified.”

When to insist on a ramp-down overlap so knowledge does not walk out?

If there is no overlap, knowledge walks out with the named lead and she still pays a costly ramp. Require side-by-side days at the supplier’s cost, written in the paper. Log overlap days, who is on the clock, who pays — or “no overlap — fail.”

CCS wants incoming and outgoing staff working together. Lakeland PSA Section 24 (15 June 2026) wants a transition of at least one (1) week; the consultant pays replacement and delay costs. StepTo (31 July 2026) treats a 30-day paid overlap as a continuity ask for a substantive role. Do: supplier pays the overlap. Don’t: hope the new person will pick it up.

Which fight is this — not a non-solicit, and not the whole PSA?

Stay on named people, notice days, substitute approval, and overlap. Time with counsel — your England-and-Wales solicitor — spent on hiring-their-people or a nine-section PSA tour is the wrong hunt.

If the fight is hiring their people, that is a different hunt: employee non-solicit review. If the fight is the whole PSA wrapper, that is a different hunt: professional services agreement checklist. Open line 3 and clause 8, not only the heading “Personnel.” Do: one sentence to each neighbour. Don’t: clone a hire-away fee or a T&M, IP, or cap tour here.

How do you name, notice, or walk?

Name only if the log shows named people the PSA cannot silently swap, notice days, written approval at same seniority and same clearance, and a ramp-down overlap at supplier cost. Notice means redline those four. Walk if suitably qualified plus no days plus no approval plus no overlap remain. Escalate that package. Pause the slot.

Success bar: a one-page log plus one Friday pause sentence. Workflow: named people vs suitably qualified → notice days (planned vs illness) → approval + same seniority/clearance → ramp-down overlap → not B35 / not B29 → name / notice / walk. Verify line 3 and clause 8 before you sign. Optional: upload the same PDF to document analysis for a first-pass — first machine pass that extracts clauses before a human reads every page — and a human still opens line 3 and clause 8. Verify every High flag — a severity-high finding a named human still opens.