Reviewing a supplier code of conduct you are asked to sign

A supplier code of conduct arrives from a large customer's procurement portal as a document to be acknowledged, and it reads like a statement of shared values until the clause that makes it a contractual condition with audit rights and termination for breach. I review the code before it is signed and return a written note of what each commitment requires in practice, which ones the business can meet, and which ones to qualify, for a fixed fee of £495 in three working days.

Who this is for

Suppliers of any size in England and Wales asked by a large customer, a public body or a group purchaser to sign or accept a supplier code of conduct, responsible sourcing policy or ethical trading standard as a condition of doing business.

What to look for in a supplier code of conduct

What it commits you to, and whether it is contractual

The review starts with status: whether the code is incorporated into the supply contract as a condition, whether breach is a ground for termination, and whether the customer can change it unilaterally. A code that the supplier 'acknowledges' may still be incorporated by the supply agreement's terms, and the note says whether it is. The commitments are then read as obligations rather than aspirations: each 'the supplier shall' is a term the customer can enforce.

Labour, human rights and modern slavery

Codes require compliance with labour standards, often by reference to international conventions, and with the Modern Slavery Act 2015, under which section 54 requires large customers to publish statements and leads them to ask their suppliers for information. The review checks what evidence the supplier must provide, whether the code requires policies and training the supplier does not yet have, whether it extends to the supplier's own supply chain, and how far a small supplier can commit to standards written for a multinational.

Anti-bribery, conflicts and gifts

The code will require compliance with the Bribery Act 2010, under which section 7 makes a business liable for bribery by people acting for it unless it has adequate procedures, plus the customer's own rules on gifts, hospitality, conflicts of interest and dealings with the customer's staff. The review checks that the supplier has, or can adopt, procedures proportionate to its size, and that the code's rules on hospitality are ones the supplier's sales team will follow.

Environment, data, security and certification

Codes increasingly require environmental reporting, carbon data, waste and packaging commitments, data protection and information security standards, and sometimes certification to named standards within a period. The review identifies which of those the supplier can meet now, which require investment, and proposes a qualification or timetable for the rest, because a commitment to certify within a year is a termination right the customer holds.

Audit, flow-down, remediation and termination

The review examines the customer's audit rights (notice, frequency, access to premises and records, cost), the obligation to flow the code down to the supplier's own suppliers and to police them, the remediation process for breaches, and termination for breach of the code, and proposes limits: audits on reasonable notice at the customer's cost, flow-down of the substance rather than the document, an opportunity to remedy before termination, and no liability for the supplier's own suppliers beyond reasonable diligence.

What it costs

Standard review, £495. Marked-up document and a written explanation of the changes. Three working days.

Complex review, £895. Heavily negotiated or unusually complex documents. Five working days.

Buying online forms the engagement on payment. The scope is what the contract review page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

Can we sign it without a review?

You can, and most suppliers do. The review tells you what you have signed: which commitments are real obligations with audit and termination behind them, and which you cannot currently meet. Signing with a short qualification email is often possible, and the note drafts it.

The code requires us to audit our own suppliers. We buy from twenty. Is that realistic?

Rarely as written. The mark-up proposes a commitment to reasonable diligence on the supplier's own suppliers and to flow down the substantive requirements, rather than to audit each of them. Most customers accept that from a small supplier.

What if we breach the code without knowing?

The review checks for a remediation process and an opportunity to fix a breach before termination, and proposes one where the code lacks it. A code that allows termination for any breach, without notice, is the point to push back on.

Related guidance and services

• Contract review, £495, the service this page describes
• Terms and conditions drafting, £995
• Reviewing a supplier agreement from a large customer
• Reviewing a master services agreement from an enterprise customer

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.