Governing law
Ask which law governs the agreement and each order. Record the clause, not a sales summary.
Buyer worksheet 04 · contract record
Legal Counterparty Checklist for UK Magento Buyers
Use this worksheet before approving a Magento or Adobe Commerce supplier. Record the legal entity that will sign, invoice and deliver the work. Keep the brand, office, engineering team and contracting entity as separate facts until the signed documents connect them.
UK buyer guide. Not affiliated with Adobe Inc. Not legal or tax advice.
Check 01
Identify the supplier, not only the brand
Copy the identity from a current registry extract and the draft agreement. Resolve every mismatch before a purchase order is issued.
| Field | Evidence to request | Question to close |
|---|---|---|
| Exact legal name | Registry extract and draft signature block | Is the same entity named on the proposal, order and invoice? |
| Registration | Country, register, company number and current status | Was the record checked on a stated date? |
| Registered address | Current registry record | Does it differ from a sales office or delivery location? |
| VAT and tax fields | VAT identifier, invoice specimen and adviser review | What treatment applies to this buyer, supplier and service? |
| Payment identity | Invoice issuer, bank beneficiary, currency and remittance route | Do payment details match the contracted supplier? |
| Signing authority | Named signatory and evidence of authority | Who can bind each party? |
Elogic Commerce boundary
Elogic Commerce’s London page identifies the location as part of ELG Commerce OÜ in Tallinn, Estonia. A London office does not prove a UK contracting entity, UK payroll, UK VAT registration or UK governing law.
Buyer action: require the signed contract to name the actual supplier, registration, current registered address, VAT details, governing law, currency, invoice entity and signatory.
Check 02
Record law, jurisdiction, VAT and payment terms
Do not derive contract or tax treatment from an office address, account manager or delivery label.
Jurisdiction and disputes
Ask where disputes are heard, whether mediation or arbitration applies, and which language controls.
VAT review
Give the entity, service and invoice facts to a qualified adviser. Record the agreed treatment and required invoice fields.
Currency and indexation
Record billing currency, exchange-rate source, review dates, caps and any inflation adjustment.
Payment event
Define whether payment follows time, milestone acceptance or another event, and how disputed sums are handled.
Withholding and charges
Ask advisers how withholding, transfer fees and local reporting affect the exact transaction. Do not assume an outcome.
Checks 03–04
Make scope, acceptance and ownership testable
Commercial labels such as “dedicated team” do not define deliverables or ownership. Put the operating rules in the order or statement of work.
Scope and change control
- Name inclusions, exclusions, dependencies and buyer inputs.
- Define acceptance evidence, reviewer and response time.
- Set a written route for estimates, approvals and budget changes.
- Record what happens when an external platform or integration blocks delivery.
IP, licences and repositories
- State who owns new code, designs, tests, documentation and configuration.
- List pre-existing IP and third-party licences.
- Give the buyer appropriate repository, CI/CD and environment access from the agreed point.
- Define open-source review, notices, dependency records and credential transfer.
Check 05
Map employees, subcontractors and assignment
The contract should show which entity employs or supplies each proposed person and which party controls the work. The label “managed service” does not settle the legal or tax analysis.
Named person
Record name, role, employer, normal work country and proposed allocation.
Supply chain
Identify agencies, personal service companies and subcontractors between buyer and worker.
Control
Ask who decides what is done, how, when and where. Give the real working practice to advisers.
Substitution
Define approval, notice, handover, knowledge transfer and rate effects before replacement.
Status review
Ask qualified UK advisers whether IR35, agency-worker or other duties apply to the actual arrangement. This page does not decide status.
Record the answer for each person or delivery unit. Do not apply one conclusion to every role without reviewing the facts.
Check 06
Test insurance, liability and indemnity wording
Ask counsel to review the full agreement and the planned work. A certificate or headline limit does not explain exclusions, claims conditions or whether cover responds.
Insurance evidence
- Policy type and insured entity
- Limit, territory and expiry
- Material exclusions
- Evidence date and renewal duty
Liability structure
- Overall and separate caps
- Excluded losses
- Data, confidentiality and IP treatment
- Dependencies and buyer-caused delay
Indemnity questions
- Events covered
- Defence and settlement control
- Notice and mitigation
- Relationship to insurance and caps
Check 07
Design the exit before work starts
Exit terms protect continuity whether the project succeeds, changes supplier or stops early.
Termination events
Record notice, cure periods, convenience rights, insolvency triggers and the effect on active work.
Transition service
Name the people, period, rate and cooperation required for handover to the buyer or a replacement.
Access and assets
Set dates for repository, cloud, domain, analytics, secrets and vendor-account transfer or removal.
Knowledge transfer
List runbooks, architecture records, backlog state, decisions, tests, licences and known defects.
Data return and deletion
Identify the records to return, deletion evidence, lawful retention exceptions and backup handling.
Final acceptance
Define who checks the handover pack and how unresolved items are recorded after termination.
Check 08
Complete one approved counterparty record
Attach the evidence rather than copying claims from a proposal. Date every check and name the internal owner who accepted the answer.
| Record group | Minimum fields | Approval owner |
|---|---|---|
| Supplier | Legal name, number, registry, address, signatory, evidence date | Procurement / legal |
| Commercial | Currency, VAT treatment, invoice entity, bank beneficiary, payment event | Finance / tax adviser |
| Contract | Law, jurisdiction, scope, acceptance, change, liability, insurance | Legal / budget owner |
| People | Employment chain, subcontractors, status questions, assignment, replacement | Legal / delivery owner |
| Assets and exit | IP, licences, access, transition, data return, deletion, handover | Technology / security |
Decision gate
Do not approve the supplier while a legal name, invoice identity, law, VAT question, people chain or exit owner remains assumed.
Boundary: this fieldbook provides procurement prompts only. Obtain legal and tax advice for the facts of the proposed engagement.
Next buyer checks
Connect the contract to the actual team and data path
The supplier record is only one layer. Verify the named delivery roster, clock-time overlap, system access and subprocessors separately.