---
id: KB-NO-017
url: https://app.codecontract.io/help/regulation/obligations-a-client-passes-down-to-you
idioma: en
categoria: normativa
subcategoria: cadena
audiencia: usuario
nivel: avanzado
actualizado: 2026-08-13
tambienEn: [es]
relacionados: [KB-NO-004, KB-LE-013]
citadoPor: [KB-NO-028]
---

# Obligations a client passes down to you

_What you sign in their contract can turn their obligation into yours, and that cannot be undone later._

**Responde a:** the client contract imposes more on me · compliance clauses in a supply contract · they require what is required of them · accepting supply chain obligations

A growing share of what is required of you does not come from a rule that applies to you: it comes from a contract. Your client has obligations and passes them downstream, and the moment you sign, those obligations stop being theirs and become contractually enforceable against you.

## The clauses most often signed unread

| What it says | What it really implies |
| --- | --- |
| "Shall comply with applicable law" | Generic and reasonable; the problem is the next ones |
| "Shall flow these obligations down to its suppliers" | You must do to yours what they are doing to you |
| "Shall facilitate audits, including of its chain" | You may have to open up what is not yours |
| "Shall notify any incident within a period" | A contractual clock that runs whether or not anyone remembers |

> [!IMPORTANT]
> The second row generates the most work and is the least quantified at signing. Accepting flow-down means building with your suppliers the same control being built on you — same requests, same renewals, same chasing. It is not a clause, it is a process to sustain for the life of the contract.

## What to check before signing

1. **What you are asked to do, not what you are asked to comply with** — Complying with a rule is one thing; evidencing it quarterly to someone is another.
2. **How often and to whom** — That is what turns a clause into recurring workload.
3. **What happens if one of your suppliers will not cooperate** — Because you will answer for it, and it helps to know your margin.
4. **And which clocks start running by themselves** — Notifications and incidents: contractual deadlines do not send reminders.

> [!WARNING]
> The nuance that surprises when it lands: **a contractually flowed-down obligation binds you even if the original rule does not apply to you**. You may fall outside a framework's scope by size or sector and still have to meet it for that client, because you signed. And it works both ways: if you flow it down to your suppliers, they are bound to you the same way.

## What to have in place if you accept

**En corto**

- A list of what each client requires, per client: they do not all ask the same.
- Notification deadlines, as alerts rather than good memory.
- The chain downstream, with the same renewals demanded of you.
- And evidence of having done it, which is what the audit asks for.

The first avoids the costliest mistake: applying your strictest client's criteria to every supplier. It is done for convenience and multiplies the work with nobody asking for it.

> [!NOTE]
> Which frameworks apply to you by activity and which only by contract is a distinction with consequences, and it is not always obvious in the text. **Before signing broad compliance clauses, have your adviser read them**; after signing, it is no longer a question but an obligation.

**Can they be negotiated?**

Often yes, especially audit frequency and scope.

**What if the client changes its requirements midway?**

It depends what was signed: check whether the contract lets them update unilaterally.

**Must everything be flowed down to small suppliers?**

Only what you are required to flow down, and adapted: asking the impossible guarantees nothing arrives.

## Ejemplos

**A company signs a framework contract with a flow-down clause.**

- Quantifies what it will have to require from suppliers before signing
- Sets up renewals only for the affected suppliers

→ It meets that client's terms without applying them to the other eighty suppliers.

**The contract is signed without reading the documentation annex.**

- Reviews what documentation it commits to before signing

→ You know what the company is committing to.

**What was signed depends on a supplier who does not know.**

- Passes it to the supplier in writing

→ The chain holds from the outset.

**An impossible requirement is signed.**

- Negotiates it before signing

→ The commitment is realistic.

**Nobody knows what was committed to each client.**

- Stores the commitments with the contract

→ It can be consulted without rereading the whole contract.

**The requirement changes at renewal and goes unnoticed.**

- Reviews the annexes at every renewal

→ No new commitment is inherited unknowingly.