An important, but sometimes overlooked, contract provision relates to ‘change control’. It is usually more prescriptive than a general ‘variation’ clause that requires variations to be in writing and signed by the parties.

A change control clause is one where, due to business needs or a significant change in circumstances, one or both parties want to substantially change a specific part of the contract. Like a variation clause, it aims to regulate change and exclude the possibility of informal, and perhaps inadvertent, variations being made to an agreement orally, or by conduct.

For example, the client’s requirements may change, which means the amount to be charged to the client is no longer appropriate.

There may have been a change in law or regulations, or a sudden/unavoidable change in how much providing the service will cost the supplier, or necessary adjustments to timescales. This may be particularly pertinent following Brexit; for example, with changes to tariffs or timely availability of certain goods or services.

A change control clause is important because it can provide a proper process by which the scope of the service provided can be altered. A properly drafted change control clause gives the parties clarity about a proposed change and the implications (both financial and otherwise) if it is agreed, or if itis not agreed.

There are a number of things to look out for or avoid. First is the service provider having to unreasonably bear the costs (and loss of income) associated with a specification change implemented or demanded by the client. Secondly, the client’s ability to reduce the scope of the service beyond an acceptable amount (for example, 5%) or alternatively an extension without appropriate remuneration – a service provider may also want to be able to terminate the contract if the service reduction makes the contract no longer economically or commercially viable. Third, a party’s ability to impose a change unilaterally.