IT Contracting - Contract Negotiation & Service Governance

Clear scope, measurable service levels, controlled change

Strong contracts don’t slow projects down — they protect delivery. GEN helps organisations shape, assess, negotiate and manage complex IT service and project contracts so scope is clear, risk is controlled, service levels are measurable, and change is handled properly.

When a project is expensive, business-critical, or highly integrated, the contract is not “paperwork” — it is a delivery system. We bring a technical lens to commercial terms: we understand what the supplier is really proposing, how it will be implemented, what it depends on, and where the delivery pitfalls usually sit.

With 35 years of contracting experience as a long-established service provider, we know how suppliers operate, how delivery plans drift, and how disputes start. Our job is to keep you protected, keep the contract aligned to reality, and keep delivery moving.

Contracting and governance

The cost of poorly managed contracts

When contracts are weak, projects drift: scope expands without control, acceptance becomes subjective, service levels are impossible to evidence, and disagreements turn into delay and additional cost. The UK has seen numerous high-profile IT programmes where overruns and partial delivery became the story.

Examples below are widely reported headline figures and are provided to illustrate the scale of risk when governance, scope and accountability are not adequately controlled.

  • NPfIT (NHS) — multi‑billion pound programme reported to have substantially exceeded original budget, with partial delivery.
  • Libra (Magistrates Courts) — reported to have grown from ~£146m to ~£447m amid delays and defects.
  • C‑NOMIS (Prisons) — reported to have risen from ~£234m to ~£690m; described in official commentary as unsuccessful.
  • DII (MoD) — reported to have increased from ~£2.3bn to ~£7.09bn with rollout delays.
  • Emergency Services Network (ESN) — widely reported as years late and materially over budget.
  • Single Payment Scheme (RPA) — reported to have cost ~£350m vs ~£75.8m estimate, followed by replacement spend.
  • e‑Borders (Home Office) — reported as cancelled after ~£340m spent plus significant legal costs.
  • Swanwick ATC system — reported to have overrun by ~£180m and delayed for years due to technical issues.

The lesson is consistent: success requires precise scope, measurable acceptance, controlled change, and governance that operates throughout the contract term — not just at signature.

What this service is

Contracting is the discipline of turning a technical and operational reality into enforceable, measurable terms. We can work alongside your procurement, legal team, project management office, or senior stakeholders to ensure the contract protects delivery end-to-end.

We support managed services, software delivery, infrastructure projects, cloud migrations, security programmes, telecoms, and multi-supplier environments.

Where GEN adds value

  • Technical truth: we validate assumptions, dependencies and feasibility before they become expensive “variations”.
  • Clarity: we remove ambiguity from scope, acceptance, SLAs and responsibilities so everyone knows what “done” means.
  • Governance: we build and run practical contract governance that keeps delivery aligned, measurable and documented.
  • Commercial protection: we help prevent unfair risk transfer, hidden exclusions, and misaligned incentives.
  • Dispute prevention: we close the gaps that typically create conflict: change control, evidence, escalation and decision logging.

Technical Assessment

Before you sign, we review the proposed solution and contract terms for technical fit, delivery risk and operational realism. This includes architecture, dependencies, assumptions, security posture, support model, and whether the proposed service levels can actually be met in the real world.

Where needed, we translate technical detail into plain English for stakeholders and tie it back to clear acceptance criteria.

  • Reality-checking vendor statements against implementation and operational constraints.
  • Reviewing protocols, standards, strategies and frameworks to identify operational and security risks, and to confirm the solution is fit for purpose.
  • Identifying gaps in security, monitoring, backup, incident response and maintenance responsibilities.
  • Ensuring contract language matches the actual service model (support hours, escalation, exclusions, dependencies).

Functional Design & Scope Definition

Many IT projects fail long before delivery — at the definition stage. We help you create or validate a functional specification that is complete, testable and aligned to the outcomes you need.

This reduces ambiguity, limits scope creep, improves supplier estimates and makes it much easier to hold parties to account throughout the project.

  • Defining deliverables, milestones and acceptance criteria you can actually test.
  • Separating “nice to have” from “must have” and preventing unpriced assumptions.
  • Establishing what is in scope, out of scope, and what must be treated as formal change.

Contract Negotiation

With decades of experience contracting with service providers, we know what should be included, what can safely be simplified, and where the common traps sit.

We focus on practical terms that protect delivery: scope and exclusions, milestones, acceptance and testing, service levels, change control, governance, incident handling, security requirements, and exit/transition.

  • Shaping SLAs and KPIs so they measure what matters (and can be evidenced).
  • Ensuring realistic remedies and service credits that actually incentivise performance.
  • Protecting your position on subcontracting, dependency risk, and supplier change control.

Supplier & Market Analysis

Not every supplier is right for every organisation. We can help you shape a shortlist, build an effective tender/quotation pack, and evaluate responses on more than price.

We look at capability, delivery history, operational maturity, security, support, and the realism of the proposed approach.

  • Tender packs that force comparable responses (and reduce supplier “creative interpretation”).
  • Scoring models that weight delivery risk, security, operations and governance appropriately.
  • Reference checks: what to ask, what to listen for, and what is usually left unsaid.

Service Management & Assurance

During the term of a contract, reality arrives: changes, out-of-scope requests, incidents, performance issues, and competing priorities. We help you run governance properly so issues are resolved quickly and decisions are documented.

This includes service reviews, KPI/SLA tracking, escalation handling, change control, and ensuring deliverables match what was agreed.

  • Monthly service governance: performance reporting, improvement plans, backlog and risk review.
  • Incident and escalation: clear responsibilities, escalation paths, and evidence-based post-incident reviews.
  • Change control: assessing impact, agreeing approach, controlling cost, and documenting approvals.
  • Assurance: independent oversight to prevent “contract drift” and ensure what’s delivered matches what’s paid for.

Change, Risk & Dispute Avoidance

Most disputes are not caused by “bad behaviour” — they are caused by poorly defined boundaries. We proactively design and operate the processes that prevent arguments in the first place.

  • Risk registers that are tied to contract levers (not just a spreadsheet).
  • Evidence capture: what data you need, how you measure it, and what constitutes proof.
  • Clear ownership models (RACI) across client, supplier and third parties.
  • Practical escalation routes that get to decisions quickly (and keep them recorded).

Exit Planning & Supplier Transition

Contracts should plan for success and for change. Whether you exit at end-of-term, need a transition to a new supplier, or bring services in-house, we ensure you have the rights, data, documentation and cooperation you need.

  • Exit assistance obligations that are measurable and time-bound.
  • Data portability, retention, handover documentation and knowledge transfer.
  • Access to configs, runbooks, credentials handling, and operational artefacts.
  • Avoiding lock-in and ensuring continuity of service during transition.

Economics & Value

The commercial impact of good contracting is often underestimated. Clear scope, measurable acceptance criteria, and disciplined governance reduce rework, minimise disputes, and materially improve on-time/on-budget delivery.

If you’re planning a new service, supplier change, or a major software project, contracting support pays for itself by preventing avoidable overruns and protecting you at the points where projects typically derail.

  • Fewer surprises: assumptions are surfaced and priced before signature.
  • Better supplier behaviour: the contract and governance create the right incentives.
  • Improved delivery outcomes: clearer acceptance and change control reduces churn and rework.
  • Stronger negotiating position: you control definitions, evidence and escalation.

How an engagement typically works

  1. Discovery: understand objectives, stakeholders, timelines, suppliers and constraints.
  2. Risk and scope: define success criteria, critical risks and non-negotiables.
  3. Contract shaping: align contract structure to delivery model (milestones, acceptance, SLAs/KPIs, governance).
  4. Negotiation support: technical and operational input to complement procurement/legal.
  5. Oversight: governance, reporting, change control and assurance during delivery.

The outcome is a contract that can be operated, not just signed — backed by governance that keeps it honest.