Variation Clause in UK Contracts: What It Means & Example Wording

When to Include a Variation Clause

• In every commercial contract to ensure that changes are documented, deliberate, and agreed by authorised representatives
• In long-term contracts where terms are likely to evolve over time, such as service level agreements, supply contracts, and framework agreements
• In employment contracts where terms like salary, hours, or duties may change during the employment relationship

Example Wording

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

Is a Variation Clause Enforceable in the UK?

The enforceability of 'no oral modification' clauses in the UK was clarified by the Supreme Court in Rock Advertising Ltd v MWB Business Exchange Centres Ltd [2018] UKSC 24. The court held that NOM clauses are generally effective and that a contract containing one cannot be varied orally. However, the court left open the possibility that the doctrine of estoppel could override a NOM clause in some circumstances — for example, if one party relied on an oral promise and the other party stood by.

Common Mistakes

• Relying on oral agreements or informal emails to vary contract terms without following the formal variation process — even if both parties agree, the variation may not be effective if it does not comply with the NOM clause
• Failing to specify who has authority to agree variations — stating that the variation must be signed by 'the parties' may be insufficient if it is unclear which individual can bind the company
• Not keeping a record of all variations in one place — over the life of a long-term contract, multiple amendments can make it difficult to determine the current terms