Change Order Clause in UK Contracts: What It Means & Example Wording

When to Include a Change Order Clause

• In every project-based contract where the scope of work is defined at the outset but may need to change — this includes software development, construction, consultancy, and creative projects
• In long-term service agreements where the services may need to adapt to changing business requirements
• In construction contracts (where change management is particularly important and often governed by standard forms such as JCT or NEC)

Example Wording

This example wording is illustrative only. Customise it to your specific circumstances and consider seeking legal advice.

Is a Change Order Clause Enforceable in the UK?

Change order clauses are enforceable in the UK. Courts will uphold the agreed change control procedure and may refuse to allow claims for additional work that was not processed through the contractual mechanism. In Maggs v Marsh [2006] and subsequent cases, courts emphasised the importance of following contractual change procedures. However, courts have also recognised that in some circumstances, a change may be evidenced by conduct rather than formal documentation — particularly where both parties clearly agreed to the change and acted accordingly. The safest approach is always to follow the contractual process.

Common Mistakes

• Allowing the supplier to start work on changes before the change order is signed — this leads to disputes about whether the work was authorised and what should be paid
• Not including a mechanism for the client to reject a change request — the clause should allow the client to withdraw the request if the cost or timeline impact is unacceptable
• Failing to document small changes — even minor adjustments can accumulate into significant scope creep if not formally recorded through the change control process