Entering the EU · for companies from the UK, UAE, Singapore, Türkiye and the US

Selling into the EU is a contract problem before it is a legal one.

Your first EU customers raise questions your home paper never had to answer: which entity signs, whose law governs, what the DPA and the transfer mechanism have to say, who your first employees work for, and how VAT lands on the invoice. One desk for all of it.

Icon.Partners has worked across more than 40 jurisdictions since 2012 — corporate structuring, licensing, tax and commercial work, with locally admitted lawyers on staff in each market. Every matter is handled by Icon.Partners’ own lawyers. The team is qualified across English, Estonian, Polish and EU law, and Icon.Partners has locally admitted lawyers on staff in the jurisdictions our clients sell into — including Germany, Austria, the Netherlands, France and the UK. When a contract is governed by the law of a specific country, the review is done by our lawyer admitted there. We do not refer work out and no third-party firm is involved in your matters.

SaaS agreement · EU enterprise customer§ 16 Governing law

16.1This Agreement shall be governed by the laws of England and Walesthe Federal Republic of Germany, excluding its conflict-of-law rules. The courts of Berlin shall have exclusive jurisdiction.

Cross-border · our German-admitted lawyerDE

The moment the governing law changes

One clause, and half the document now means something else.

Governing law is the clause nobody fights about — until a European enterprise customer insists on their own. At that point the liability cap, the warranty disclaimers and the termination mechanics are all read under a different legal system, and a lawyer qualified elsewhere is now guessing. We do not guess. We hand it to someone qualified there, and you never see the hand-off.

The rule we work by

Local law, local lawyer. Always.

Our own jurisdictions

Every matter is handled by Icon.Partners’ own lawyers. The team is qualified across English, Estonian, Polish and EU law, and Icon.Partners has locally admitted lawyers on staff in the jurisdictions our clients sell into — including Germany, Austria, the Netherlands, France and the UK. When a contract is governed by the law of a specific country, the review is done by our lawyer admitted there. We do not refer work out and no third-party firm is involved in your matters.

Everything else

Handled by locally qualified lawyers in the relevant jurisdiction, coordinated through Icon.Partners. You get one point of contact and one invoice instead of assembling and managing three separate firms yourself.

Why we are strict about this

When local-law advice is required, we use locally qualified counsel. Always. A single office claiming to cover forty countries is the claim worth examining — not because it is always wrong, but because the advice is only as good as the qualification behind it.

Where it comes up

The situations that trigger it.

EU customer, EU lawEnterprise buyers who insist on their own governing law
GDPR and SCCsTransfer mechanisms, DPAs, local supervisory expectations
UK after BrexitSeparate regime, separate paper, routinely missed
Reseller and distributionLocal agency and termination protections that override your contract
Employment-adjacent contractorsClassification rules that differ sharply by country
Local entity setupWhen the contract requires a local presence to sign
Consumer-facing termsMandatory local rules your US template ignores
Regulated counterpartiesFinancial, health and public-sector buyers with their own regimes

Next step

Bring the contract that is stuck.

Usually it is one clause and one jurisdiction. Twenty minutes is generally enough to tell you whether it is a real problem or a drafting one.

Book a contract call