Due diligence on a supplier in another country

A group commonly sells through one entity and delivers through another. The one that signs is the one that owes you the work, and it may sit in a jurisdiction with different recourse from the one you thought you were buying from.

If delivery sits with a separate company or with contractors, your contractual protections have to reach through that chain — including confidentiality and the assignment of what they produce.

A clause naming a jurisdiction you would never realistically litigate in is, in practice, a clause saying you will not litigate. Arbitration can be faster and quieter, and can also cost enough to be a deterrent by design.

Otherwise-compliant arrangements are routinely undone by an engineer in a third country holding production access. That can be a legitimate way to run support; it belongs in the answer rather than in a later discovery.

A buyer in the UK or the EEA has a transfer regime to satisfy, and the instrument that satisfies it has changed more than once. Naming it is a five-second answer for a supplier that has one.

The supplier's own supply chain becomes yours. A list with no change-notice commitment is a list that can be rewritten after you sign.

The answer is increasingly "yes, unless you opt out", and the opt-out is often a setting rather than a clause — which means it can be changed by someone who has never read your contract.

Work-for-hire doctrines differ by country, and material produced by a contractor frequently does not vest in the firm that engaged them unless it has been assigned expressly.

An assignment conditional on full payment leaves you with nothing if the relationship ends during a dispute — which is exactly when you most need the code.

Reusable components are normal and usually good value. What matters is that the licence is broad enough, perpetual enough and transferable enough to keep operating the thing you paid for — including if you later change supplier.

Producing one is routine and automated. A refusal usually means nobody has looked, and a copyleft licence deep in a dependency tree should be your decision rather than your discovery.

A question asked at the end of your day and answered at the end of theirs turns a two-step clarification into three calendar days.

National holiday calendars differ by weeks. A delivery plan that ignores them is a plan with those weeks missing.

Those are the only two cases where the time zone genuinely costs money. Everything else can wait a day.

A rate fixed in a currency other than yours is a rate that changes every month, and on a multi-year engagement that movement can exceed the discount you negotiated.

In several common arrangements one side must withhold a percentage and remit it locally. If nobody planned for it, the supplier receives less than expected and raises it as a dispute at the worst moment.

A scope boundary defined loosely enough to cross by accident is the most common source of an invoice nobody expected.

A reference who managed the same time zone, currency and contract structure is the only one whose experience predicts yours.

The single largest risk in services buying is that the people in the pitch are not the people who turn up, and staff turnover is higher than any firm volunteers.

"It went well" in eleven words is a briefed reference. What was harder than expected is the answer that tells you what your engagement will feel like.

Handover is work. If it is unpaid it is also unenthusiastic, and it happens at exactly the moment goodwill is lowest.

"We have deleted it" is not a fact you can audit after a relationship has ended badly.

Long-running dedicated-team arrangements can create obligations in the supplier's jurisdiction that neither side priced. It is better to know which side carries them before the arrangement ends.