Why Most Due Diligence Fails
Typical SaaS due diligence breaks down because it:
1. Focuses on features instead of exposure
2. Treats all risks as equal
3. Happens too late (after emotional buy-in)
Real due diligence isn’t exhaustive.
It’s prioritized.
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The 5-Layer Calm Due Diligence Framework
1. Business & Stability (Can This Vendor Survive?)
You’re not buying software.
You’re entering a dependency.
Key checks:
• Is the company profitable or runway-backed?
• Is growth stable or artificially inflated?
• Does one customer represent a dangerous share of revenue?
Calm rule:
If the business disappears, your data and workflows must not.
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2. Data Ownership & Control (Who Actually Owns What?)
This is where most teams assume—and get burned.
Ask calmly:
• Can you export all your data at any time?
• In standard, usable formats?
• Without additional fees?
Red flag:
> “We can provide exports on request.”
Control means self-service, not favors.
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3. Security & Compliance (Pass / Fail Only)
Security is binary.
Either:
• The tool meets your baseline
• Or it doesn’t belong in your stack
Key signals:
• SOC 2 Type II (not promises)
• Clear incident response process
• Transparent sub-processors
Partial answers = failed answers.
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4. Architecture & Portability (Can You Leave Cleanly?)
You don’t need to plan an exit.
You need to be able to.
Check for:
• Open APIs
• No irreversible transformations
• No proprietary data traps
If leaving feels “painful by design,”
you’re not choosing a tool—you’re choosing captivity.
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5. Contract & Exit Terms (When Things Change)
Most risk hides here.
Calm questions:
• What happens at renewal?
• Can pricing change unilaterally?
• How long after termination until data is deleted?
If exit terms are vague,
they will be interpreted against you.
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The Calm Due Diligence Table (Drop-In)
Category | Question | Clear Answer? | Notes
Business Stability | Runway / profitability disclosed | ☐ |
Data Control | Self-service export available | ☐ |
Security | SOC 2 Type II provided | ☐ |
Architecture | Open API & formats | ☐ |
Exit Terms | Clear termination & deletion SLA | ☐ |
If more than one box stays unchecked → pause.
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One Quiet Pattern Worth Noticing
The best vendors answer due diligence questions calmly.
The worst ones deflect, delay, or oversell.
Tone matters.
Confidence without pressure is the real signal.
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Good due diligence doesn’t slow decisions.
It prevents regret from becoming permanent.
Clarity first.
Commitment later.
