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Tech Due Diligence

A tech company's value lies in its code and its data, and that is where we will look.

You will receive a legal risk map with a prioritised list of remedies.

§ 1

Approach

An investor pays for a startup's code, data and contracts, and it is worth knowing before signing who really owns them.

Title to the code

We will check that what founders and freelancers wrote belongs to the company. It is the most frequent finding and the cheapest to fix in time.

Data, AI and contracts

We will review data processing, AI systems and customer contracts, because their flaws resurface in the negotiation as a valuation discount.

A report for each side of the table

The investor will receive a risk map to decide on, and the startup the same list to fix before opening the round.

§ 2

Engagement

Investors and startups
You will receive a legal risk map with a prioritised list of remedies.
€5,000 + VAT
2 weeks

El importe exacto se cierra en la hoja de encargo antes de pagar, con los gastos previsibles incluidos. Si el encargo se alarga, no pagas más.

§ 3

Process

How the engagement unfolds

Pre-Consultation NDA

A unilateral confidentiality agreement signed by PASSAS before the video consultation, available at no additional cost on request. It binds the firm alone — no signature is required from the client — and adds an explicit contractual layer on top of the professional secrecy obligations inherent to the practice of law.

Initial Consultation

A 60-minute working session by video call in which we analyse your situation, your specific needs and our ability to help you. We assess whether we can take on the matter and give you the fixed price in advance. You can book it directly through the Google Calendar link on our website and pay €90 by Stripe.

Due Diligence Report

Legal analysis of the position of a technology company, aimed at investment decision-making or at preparation for a due diligence process. Reviews corporate structure, intellectual property, key contracts, regulatory compliance and pending litigation. Concludes with a risk map and prioritised remediation recommendations.

§ 4

Team

Who handles it

Guillermo Passas Varo, founding partner of PASSAS

I see legal practice as a discipline of precision. I work where the law meets technology and cross-border operations, and I read code and contracts with the same attention. Before accepting an engagement I tell you whether it is worth pursuing and what it costs, at a fixed price.

§ 5

Questions

What people ask before instructing this service

How does this differ from standard corporate due diligence?

Corporate due diligence examines the company as a legal entity: share capital, corporate records, employment, litigation, tax. Technology due diligence examines what actually carries the value in a technology business: whether title to the intellectual property genuinely sits with the company rather than with founders or contractors, whether the data processing survives scrutiny, what exposure the AI Act creates, and whether the SaaS contracts allocate liability and ownership as the model assumes. The two exercises are complementary and the second is the one most often skipped.

Who is it for, the investor or the company?

Both, at different moments. An investor commissions it before committing capital and receives a risk map that grounds the decision and the terms. A startup commissions it before opening a round and receives the same map as a remediation list, with time to close the gaps before someone else finds them. The scope is the same; the report is framed for the party instructing it.

What is the most common finding?

Defective title to intellectual property. Code written by founders before incorporation, freelance developers engaged without a valid assignment clause, and open source components with licence terms incompatible with the commercial model. It is a recurring finding and, taken early, an inexpensive one to fix.

How much does it cost and how long does it take?

From €5,000 + VAT, delivered within two weeks, at a fixed price agreed in the engagement letter before we begin. The exact figure depends on the size of the target and the complexity of its contractual and regulatory position. If you want to scope the exercise first, a 60 minute Virtual Consultation costs €90 (VAT included) and is deductible from the first invoice.

Book your Virtual Consultation today.

Sixty minutes on Google Meet with a qualified lawyer. It costs €90 including VAT and will be deducted from the first invoice if an engagement follows.

Book a Virtual Consultation (€90)Tell us about your matter first

If you book, you will choose your lawyer and a time in Google Calendar. If you would rather tell us about your matter first, we will reply within 24 working hours.