Reviewing a change control procedure

A change control procedure decides how the scope, price and timetable of a contract are altered once it is running: who may request a change, how the other party assesses it, how it is priced, and when it takes effect. It is the mechanism that separates work the supplier must do for the agreed price from work that is paid for separately, and it is where a fixed-price contract is either protected or eroded. The procedure interacts with the clause that says the contract can be varied only in writing. I review the procedure from whichever side instructs me and return it marked up with a written explanation of how it operates, what it leaves open, and the changes the other side will accept, for a fixed fee of £495 in three working days.

Who this is for

Suppliers of software, services, consultancy, engineering and outsourcing in England and Wales that need to be paid for changes, and customers that need to be able to require them, whether the procedure is a clause in a master agreement or a schedule of its own. Both parties are businesses; in a construction contract the variation provisions of the standard form and the payment rules apply alongside.

What to look for in a change control procedure

What counts as a change

The procedure applies to changes to the services, the deliverables, the specification, the timetable, the charges and the contract terms, and the review checks that the definition catches what the parties mean: a customer's request that goes beyond the specification, a change in law that affects the services, a change to the customer's systems or volumes, and a change the supplier proposes. It also checks that routine matters, minor clarifications and the supplier's own delivery methods are excluded, so that the procedure is not invoked for every conversation.

Requests, impact assessments and who pays for them

Either party should be able to raise a change request, the supplier should respond with an impact assessment within a period, stating the effect on price, timetable, resources and other services, and the customer should accept or reject within a period. The review checks the periods, asks for the cost of preparing an impact assessment to be recoverable where the customer does not proceed with a change it requested, and checks that neither party is obliged to perform a change until it has been agreed in writing.

The customer's right to require changes and the supplier's right to refuse

Customers' procedures give the customer the right to require a change and oblige the supplier to implement it on terms the customer decides; suppliers' procedures let the supplier refuse. The review drafts a middle position: the supplier must not unreasonably refuse a change within its capability, the customer must pay the assessed price, and the supplier may refuse a change that would breach law, exceed its capacity or require it to act against the interests of other customers. It also checks that a change the customer requires cannot reduce the charges below the supplier's committed costs.

Pricing changes: rates, margin and the fixed price

The procedure should say how changes are priced: the rate card in the contract, a fixed price for the change, or a method for agreeing one, with the supplier's margin preserved and the effect on any fixed price stated. The review checks that the rate card is current and reviewable, that a reduction in scope carries a corresponding reduction in price and no more, that the timetable is adjusted for the change, and that a change is paid for on the normal terms with interest under the Late Payment of Commercial Debts (Interest) Act 1998.

The no oral modification clause and changes agreed by conduct

A clause providing that the contract may be varied only in writing signed by both parties is enforceable: in Rock Advertising Ltd v MWB Business Exchange Centres Ltd [2018] UKSC 24 the Supreme Court held that such a clause is given effect, so that a variation agreed orally or by conduct is not binding unless the parties' conduct gives rise to an estoppel. The review checks that the change control procedure and the no oral modification clause work together, that the procedure's forms are the written agreement the clause requires, and advises a supplier that work done on an informal instruction may not be paid for.

Public contracts, construction and the limits on modification

A change to a public contract is a modification that must fall within section 74 of the Procurement Act 2023 and its schedule of permitted modifications, failing which the contracting authority must run a new procurement, so a supplier to a public body should expect the procedure to test each change against the Act. In a construction contract the variation provisions of the standard form govern instructions and valuation, and a variation that increases the price is paid through the payment notice regime under sections 110A and 111 of the Housing Grants, Construction and Regeneration Act 1996. The review aligns the procedure with those rules where they apply.

What it costs

Standard review, £495. Marked-up document and a written explanation of the changes. Three working days.

Buying online forms the engagement on payment. The scope is what the contract review page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

The customer keeps asking for extras and says they are within scope. How do we get paid?

Through the change control procedure, which is why the review tightens the definition of the services and the scope so that an extra is identifiable as a change, and adds an impact assessment and written agreement step before work proceeds. Work done on informal instruction may not be recoverable where the contract requires variations in writing.

We agreed a change by email. Is it binding?

That depends on the no oral modification clause and the procedure's requirements for a signed change note; an email exchange may not meet them. The review checks whether the change was validly agreed and drafts the procedure so that the forms in use are the written agreement the contract requires.

Can we require the supplier to make a change it does not want to make?

If the procedure gives you the right, yes, at the assessed price. The review drafts a right that the supplier may not unreasonably refuse, with the grounds on which it may refuse listed, so that changes within the supplier's capability cannot be blocked.

Related guidance and services

• Contract review, £495, the service this page describes
• SaaS and technology contracts, £995
• Reviewing a statement of work from a client
• Reviewing a price adjustment or indexation clause

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.