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Vendor Due Diligence Checklist

A vendor due diligence checklist lists the checks you run on a supplier's legal standing, finances, security, operations and reputation before you sign a contract or onboard them, with who checked each item and what evidence they saw.

  • 44checks with owner and evidence
  • 8risk groups
  • 3risk tiers, so small vendors get a short list

Updated 13 Oct 2026 · Reviewed by the Spendflo procurement team

The vendor due diligence checklist

Pick the vendor's risk tier, then work through the checks it needs. Open any check to see the evidence to request and the red flag that should stop approval.

Vendor tier
0 of 0 shown done
02

Financial health

5 checks
  1. FinanceTier 1–2
    Evidence to requestTwo years of accounts, audited if available
    Red flagLosses with less than 12 months of cash
  2. FinanceTier 1–2
    Evidence to requestCredit agency report
    Red flagRecent defaults or a falling score
  3. FinanceTier 1
    Evidence to requestTop-customer share, stated by the vendor
    Red flagOne customer drives most of the revenue
  4. FinanceTier 1
    Evidence to requestFunding history, recent change of control
    Red flagPending acquisition with no notice clause
  5. FinanceAll tiers
    Evidence to requestBank letter plus a call to a known number
    Red flagBank details changed by email only
03

Security and data privacy

8 checks
  1. SecurityTier 1–2
    Evidence to requestSOC 2 Type II report or ISO 27001 certificate
    Red flagType I only, or report older than 12 months
  2. SecurityTier 1–2
    Evidence to requestData-flow note and hosting regions
    Red flagVendor cannot say where your data sits
  3. SecurityTier 1–2
    Evidence to requestSecurity whitepaper or questionnaire answer
    Red flagUnencrypted backups or exports
  4. ITTier 1–2
    Evidence to requestSSO/SCIM documentation, MFA policy
    Red flagShared admin accounts, no MFA
  5. SecurityTier 1
    Evidence to requestPen test summary or attestation letter
    Red flagNo test, or critical findings still open
  6. SecurityTier 1–2
    Evidence to requestIR policy, breach notice clause
    Red flagNo commitment to notify within days
  7. LegalTier 1–2
    Evidence to requestDPA with standard contractual clauses where needed
    Red flagVendor refuses a DPA
  8. SecurityTier 1–2
    Evidence to requestDeletion clause and certificate template
    Red flagNo deletion commitment, backups kept indefinitely
04

Compliance and certifications

5 checks
  1. ComplianceAll tiers
    Evidence to requestScreening result for entity and owners
    Red flagAny match not resolved
  2. ComplianceAll tiers
    Evidence to requestSigned code of conduct
    Red flagRefuses to sign or adds broad exceptions
  3. ComplianceTier 1–2
    Evidence to requestAttestations relevant to your data
    Red flagClaims compliance with no evidence
  4. ComplianceTier 1
    Evidence to requestCurrent policy documents
    Red flagPolicies undated or never reviewed
  5. ComplianceTier 1
    Evidence to requestDisclosure letter
    Red flagUndisclosed fines found in a search
05

Operational resilience

6 checks
  1. Business ownerTier 1–2
    Evidence to requestBCP summary with the last test date
    Red flagNo test in the last two years
  2. ITTier 1
    Evidence to requestRTO and RPO in writing
    Red flagTargets longer than your own tolerance
  3. ITTier 1–2
    Evidence to requestStatus page history, SLA schedule
    Red flagRepeated outages, no service credits
  4. Business ownerTier 1
    Evidence to requestSupport tiers and response times
    Red flagNo support in your time zone
  5. Business ownerTier 1
    Evidence to requestCustomer references of your size
    Red flagNo customer of your size
  6. Business ownerTier 1
    Evidence to requestTeam and succession details
    Red flagOne engineer owns the product
06

Reputation, sanctions and ESG

5 checks
  1. ComplianceTier 1–2
    Evidence to requestSearch log with date and sources
    Red flagFraud, abuse or data-breach stories
  2. Business ownerTier 1–2
    Evidence to requestTwo or three reference call notes
    Red flagVendor cannot name a reference
  3. ComplianceTier 1
    Evidence to requestESG policy or modern slavery statement
    Red flagNo statement where the law expects one
  4. ComplianceTier 1
    Evidence to requestPEP screening result
    Red flagUnexplained PEP link to the owners
  5. LegalTier 1
    Evidence to requestDisclosure, public filings
    Red flagPattern of contract disputes
07

Fourth parties and insurance

4 checks
  1. SecurityTier 1–2
    Evidence to requestSubprocessor list with locations
    Red flagList refused or out of date
  2. LegalTier 1
    Evidence to requestNotice clause in the DPA
    Red flagVendor can add subprocessors silently
  3. FinanceTier 1–2
    Evidence to requestCertificate of insurance: cyber, liability
    Red flagCover below your contract value
  4. ProcurementTier 1
    Evidence to requestStatement of key dependencies
    Red flagSingle hosting region with no failover
08

Commercial and contract

5 checks
  1. ProcurementAll tiers
    Evidence to requestQuote compared with benchmark data
    Red flagPrice well above similar deals
  2. ProcurementAll tiers
    Evidence to requestOrder form, renewal clause
    Red flagAuto-renewal with a short notice window
  3. LegalTier 1–2
    Evidence to requestDraft contract
    Red flagCap below one year of fees
  4. LegalTier 1
    Evidence to requestDraft contract
    Red flagNo right to audit or to exit for cause
  5. Business ownerTier 1
    Evidence to requestExit and transition clause
    Red flagNo data export in a usable format
Owners are suggestions for a mid-size company.
Take all 44 checks offline

Get the vendor due diligence checklist as an Excel tracker with owners, status drop-downs and a progress score.

01

What is vendor due diligence?

Vendor due diligence is how a company assesses a third party's legal, financial, operational and security risk before signing a contract or onboarding the supplier, so it knows the vendor is real, stable, secure and able to keep delivering.

Procurement usually owns the review and hands each risk area to a specialist: security takes the data checks, finance the accounts and bank details, legal the contract. It happens before signature, while the deal is unsigned and you can still ask for changes, and repeats at renewal for vendors that hold sensitive data.

The depth should match the risk. A one-off stationery order needs a handful of checks; a payroll provider holding employee data needs every one, which is why this due diligence vendor checklist comes with risk tiers.

02

What should a vendor due diligence checklist include?

A complete checklist covers eight risk areas, and each one answers a different question about the vendor.

Risk areaThe question it answersUsual owner
Company and legalIs this a real, properly owned and licensed business?Procurement
Financial healthWill the vendor still be here next year, is it insured, and are we paying the right bank account?Finance
Security and data privacyWill our data be protected, and will we hear quickly if it is not?Security
ComplianceAre there sanctions, bribery or regulatory problems?Compliance
Operational resilienceCan the vendor recover from an outage and support us?Business owner
Reputation and ESGWhat do customers, the press and public records say?Compliance
Fourth parties and insuranceWho else touches our data, and is the vendor insured?Security, Finance
Commercial and contractIs the price fair, and can we audit, renew or exit on our terms?Procurement, Legal
03

Vendor due diligence questionnaire: 20 questions to send

Send these questions on day one and ask for a document behind every answer. They map to the checklist above, so answers drop straight into the evidence column.

QuestionAsk them to attach
  1. 01What is your full legal name, registration number and registered address?Registry extract
  2. 02Who are your ultimate beneficial owners?Ownership chart
  3. 03Can you share your last two years of financial statements?Accounts
  4. 04Which security certifications do you hold, and when do they expire?SOC 2 Type II report or ISO 27001 certificate
  5. 05Where will our data be stored and processed?Hosting regions
  6. 06Which subprocessors will touch our data?Subprocessor list
  7. 07How quickly will you notify us of a security incident?Incident response policy
  8. 08When was your last penetration test, and are findings closed?Pen test summary
  9. 09Do you support SSO and enforce MFA for staff?Security documentation
  10. 10What are your recovery time and recovery point targets?BCP and DR summary
  11. 11What insurance do you carry, and at what limits?Certificate of insurance
  12. 12Are you, or your owners, on any sanctions list?Signed declaration
  13. 13Have you had any regulatory fines or data breaches in three years?Disclosure letter
  14. 14Do you accept our code of conduct and anti-bribery terms?Signed code
  15. 15Will you sign our data processing agreement?Marked-up DPA
  16. 16How do we export and delete our data at exit?Exit procedure
  17. 17What uptime have you delivered over the last 12 months?Status history
  18. 18Who are two customers of our size we can call?Reference contacts
  19. 19What changes on renewal, and how much notice do we get?Order form
  20. 20Do you use AI on our data, and can we opt out?AI use statement

When answers come back, use the questionnaire as a vendor review checklist: every security claim has a dated document behind it, names and owners match public records, and any gap is written into the contract as a condition with a deadline.

04

IT vendor due diligence checklist for SaaS and software

Software vendors add risks a goods supplier never has. Add these ten checks to turn the core list into a SaaS vendor due diligence checklist.

  • SSO and SCIMUsers are created and removed from your identity provider
  • Role-based accessAdmin rights limited to named people
  • Audit logsExportable logs kept for at least a year
  • Integrations and API scopesLeast-privilege tokens, documented scopes
  • Data residencyRegion set by contract, not by default
  • Data exportFull export in a standard format, self-service
  • Release and change noticeAdvance notice of breaking changes
  • Licence modelSeats or usage priced clearly, true-up rules stated
  • Renewal and upliftNotice window and price-rise cap in the order form
  • Shadow IT checkNo existing contract for the same tool elsewhere in the company
05

AI vendor due diligence checklist

When a tool sends your data to a model, ask about training, retention, model changes and who is liable for wrong outputs. Put the answers in the contract.

  • Your data is not used to train shared models without written consentTraining
  • Prompts and outputs are deleted on a stated scheduleRetention
  • Third-party model providers are listed as subprocessorsModel providers
  • Model hosting regions are namedLocation
  • AI features can be switched off by an adminOpt-out
  • You get notice before the underlying model changesModel changes
  • Known limits and error rates are documentedAccuracy
  • High-impact outputs can be reviewed before useHuman review
  • Responsibility for harmful or wrong outputs is set in the contractLiability
  • Ownership of outputs and indemnity for IP claims are statedIP
  • Prompt injection and data leakage are covered in testingSecurity
  • The vendor tracks AI rules that apply to your useRegulation
Running this with a team?

Download the vendor due diligence checklist so every owner can work their own rows in Excel or Google Sheets, with status and dates.

06

Supplier due diligence checklist

For suppliers that make, ship or handle physical goods, add quality, supply chain and ethical sourcing checks to the core list.

  • Quality management in placeISO 9001 certificate or quality manual
  • Product safety and testingTest reports, recall history
  • Country of originOrigin declarations for key inputs
  • Forced labour and modern slaveryStatement, audit results
  • Environmental permitsPermits for sites that serve you
  • Health and safety recordIncident rates, insurance
  • Sub-tier suppliersList of critical upstream suppliers
  • Capacity and lead timesCapacity statement, lead-time history
  • Site visit or auditVisit report for high-value suppliers
  • Export controlsClassification for controlled goods
07

Vendor vetting checklist and supplier vetting checklist: 15 first checks

Use this vendor screening checklist on the long list. It takes under an hour per vendor, and a hard fail ends the review.

  1. 1Company exists on the official registryHard fail
  2. 2Sanctions and watchlist check clearHard fail
  3. 3No open fraud or bribery casesHard fail
  4. 4Website, address and phone are consistentReview
  5. 5Trading for at least two yearsReview
  6. 6Credit score acceptableReview
  7. 7Holds the licence the work needsHard fail
  8. 8Security certification for data vendorsReview
  9. 9Insurance in placeReview
  10. 10No major adverse mediaReview
  11. 11At least one reference availableReview
  12. 12Willing to sign your DPA and codeHard fail
  13. 13Price within the expected rangeReview
  14. 14No conflict of interest with staffHard fail
  15. 15Not already supplying under another contractMerge

The same screen works as a supplier vetting checklist for goods and services suppliers.

08

Third party vendor due diligence checklist: risk tiers and re-review

Set the tier at intake from three facts: data access, annual spend and how hard the vendor would be to replace. The tier decides the depth of the review and how often it repeats.

Tier 1Critical
44of 44 checks

Holds sensitive data, runs a core process or takes a large share of spend.

Evidence on file for every check

Re-reviewEvery year
Tier 2Important
27of 44 checks

Limited data access or moderate spend.

Skip the Tier 1-only checks

Re-reviewEvery two years
Tier 3Low risk
7of 44 checks

No data access, low spend and easy to replace.

Plus the 15-point vetting screen

Re-reviewAt renewal
Re-review early after
  • A security breach
  • An ownership change
  • A new type of data
  • A large price change
  • Repeated service failures
09

The vendor due diligence process in five steps

Each step has one owner and one output, so no vendor reaches signature with checks still open.

  1. 1Tier

    Log the request and set the tier at intake.

  2. 2Request

    Send the questionnaire and ask for every document at once.

  3. 3Assess

    Owners mark each check Done or Flagged.

  4. 4Decide

    Approve, approve with fixes in the contract, or reject.

  5. 5Re-review

    Repeat on the tier's cycle or after a trigger.

10

Vendor due diligence checklist sample: a filled-in review

Here is what a completed checklist looks like for a Tier 1 payroll vendor, with the two flagged checks and the decision they led to. The companies and figures are illustrative.

Sample · illustrative
Vendor
Brightline Software (payroll)
Buyer
Kestrel Data, 400 staff
Annual value
$48,000
Tier
Tier 1
CheckOwnerEvidence receivedStatus
Legal entity confirmedProcurementRegistry extract, 2 SepDone
Bank details verified by call-backFinanceCalled number on registry, 4 SepDone
Security certification in dateSecuritySOC 2 Type I only, dated MarFlagged
Incident response plan and notice timeSecurityDPA silent on breach noticeFlagged
Sanctions and watchlist screeningComplianceNo match, 2 SepDone
Liability cap reviewedLegalCap at 2x annual feesDone

+ 38 more checks done, evidence filed

DecisionApprove with conditions
  1. SOC 2 Type II report within six months, written into the order form
  2. Breach notice within 72 hours added to the DPA

Download the vendor due diligence checklist

The same 44 checks, the questionnaire and every part on this page, ready to fill in. Free, no credit card.

Inside the file
  • The 44-check checklist with status drop-downs and a progress score
  • The 20-question vendor questionnaire, ready to send
  • IT and SaaS, AI vendor and supplier checks
  • The 15-point vetting screen and the risk tier guide
Choose a format

FreeNo credit cardWork email only

spendflo-vendor-due-diligence-checklist.xlsx
Progress33%
#CheckOwnerStatus
1Legal entity, registration number and registered address confirmedProcurementDone
2Ultimate beneficial owners identifiedProcurementIn progress
3Tax ID and tax forms on fileFinanceFlagged
4Required business licences currentProcurementDone
ChecklistWhat to includeQuestionnaireIT and SaaS vendorsAI vendorsSuppliersVetting screenRisk tiers

Vendor Due Diligence Checklist FAQ

What is included in vendor due diligence?

Vendor due diligence covers the vendor's legal identity, financial health, security and data privacy, compliance, operational resilience, reputation, fourth parties and contract terms. The free download groups these into 44 checks with an owner and evidence for each.

What should be included in a due diligence checklist?

Each line should name the check, who owns it, the evidence to collect and the red flag that stops approval. You can download this one in Excel, Google Sheets or PDF and cut it down by risk tier.

What is a vendor checklist?

A vendor checklist is a list of the checks and documents a company needs before it approves or keeps working with a supplier. This page's download covers due diligence, with 44 checks across legal, financial, security, operational and reputational risk.

What is a vendor due diligence questionnaire?

It is the set of questions you send a vendor so they can supply answers and documents before you assess them. The 20 questions above are included as a separate sheet in the download.

Where can I download a vendor due diligence checklist PDF?

You can download the vendor due diligence checklist as a PDF, an Excel file or a Google Sheet from this page. Every version includes the questionnaire and the AI, SaaS and supplier checks.