This clause outlines the formal process by which either party can request modifications to the contract terms, scope of work, or service specifications during the contract term. It typically specifies who has authority to approve variations (e.g., designated representatives), what form requests must take (written, email, formal change order), what information must be included (description of change, impact on timeline/cost), and what happens if variations are requested but not formally approved. This clause is critical because contract variations are extremely common in service relationships, yet informal changes frequently lead to disputes about whether modifications were actually agreed upon, who bears the cost, and how they affect other obligations like delivery dates or pricing.
The variation instruction procedure essentially creates a "change control" mechanism that prevents scope creep, protects both parties' interests, and maintains a clear audit trail. Without a formal procedure, vendors may perform extra work without compensation, or clients may believe they've requested changes that the vendor never formally acknowledged. The clause also typically addresses whether variations require written confirmation and whether they automatically adjust timelines and fees.
Establish a clear written procedure requiring all variation requests to be submitted in writing (email is typically acceptable) with specific details: description of the change, business justification, and requested timeline. Require the other party to provide a written response within a defined period (5-10 business days) confirming acceptance, rejection, or requesting clarification. Critically, include language stating that no variation is effective until formally approved in writing—this prevents the "I thought we agreed" disputes. If you're the vendor, ensure the clause allows you to assess cost and timeline impacts before committing; if you're the client, negotiate a maximum response time so vendors cannot indefinitely delay approving reasonable changes. Consider whether variations automatically extend deadlines and adjust fees, or whether they're absorbed within existing terms.
Frequently Asked Questions
What does this clause mean in simple terms?
This clause outlines the formal process by which either party can request modifications to the contract terms, scope of work, or service specifications during the contract term.
Why should I care about this clause?
It typically specifies who has authority to approve variations (e.g., designated representatives), what form requests must take (written, email, formal change order), what information must be included (description of change, impact on timeline/cost), and what happens if variations are requested but not formally approved.
What are my options?
This clause is critical because contract variations are extremely common in service relationships, yet informal changes frequently lead to disputes about whether modifications were actually agreed upon, who bears the cost, and how they affect other obligations like delivery dates or pricing.
How does this affect small businesses?
The variation instruction procedure essentially creates a "change control" mechanism that prevents scope creep, protects both parties' interests, and maintains a clear audit trail.