I am sure there is more to the story than what you are saying here...

In any case, let's break it down. If the client is asking you to create a custom piece of software, and you accept, there is a contract with the following consideration: your promise to create and deliver custom software in exchange for the clients promise to pay you.

If there are ambiguities, then it is your job to clear those up. Due diligence is something that comes after the fact, after a contract has been reached. The purpose of due diligence is to afford parties the opportunity to uncover situations that would otherwise be unbargained for.

In the case you desribe, it sounds as though there is a genuine issues as to what it is you are to provide. Since an essential element in a bi-laterial contract (an exchange of promises) is consideration, it can be argued that no contract exists in your situation. Again, the consideration you are offering is the promise to create and deliver custom software. The consideration the other party is offering is the promise to pay you for these services.

The fundamental question at this point is what consideration are you offering. Unless that is hammered out, there is no bargained for exhange, there is no contract, and as such, due-diligence does not apply.

The bottom line, if there are ambiguities, it is up to you to resolve them up front. This is about contract formation, not due diligence...



>Reading another post, the question was raised (at least in my mind), "What constitutes due diligence?".
>
>If a client comes to me with a certain task, "Create a custom piece of software", is it my job as a consultant to go out and do research to find a third-party tool that does this job? Shouldn't they have done that already before they came to me? If they wanted me to research something for them, then that would be the contracted task not the creation of something new.