About this service
IT outsourcing — handing devices, systems, processes or an entire infrastructure over to the management of an external partner — is an operational decision for a business, but legally it is a complex relationship: access credentials, data and configurations are transferred, and the circle of responsibility widens. Georgian law has no separate statute for outsourcing: the relationship is governed by the mandate chapter of the Civil Code and its general contractual norms. This service is intended both for clients who conclude — or walk away from — an outsourcing agreement, and for providers who want a manageable contractual framework that will also hold up in a dispute.
The mandate contract — the legal basis of outsourcing
Article 709 of the Civil Code defines the mandate contract: under it, the mandatary is obliged to perform for the mandator one or several entrusted acts in the name and at the expense of the mandator. In the outsourcing context this describes precisely the position in which an external partner manages the client's information systems in the client's name and at its cost: assembles servers, performs maintenance, administers access, and sometimes represents the client toward third parties. From this follows the principal legal content of an outsourcing agreement: the partner acts in the client's interests, and this entails accountability and proprietary and contractual consequences defined by the Code — consequences that the agreement should render explicit rather than leave in ambiguity.
The duty to return — credentials, systems and data on exit
Article 715 regulates what happens when outsourcing ends: the mandatary must return to the mandator everything it received for the performance of the entrusted act and did not use for it, as well as everything it acquired in connection with that performance. In a technology relationship this translates into a concrete list: administrator accounts and access rights, configuration files, documentation, test environments, and the data itself — all of it must be returned to the client in a form that makes it usable. Moreover, where the mandatary uses for its own purposes money which it should have returned to the mandator or used for the mandator's benefit, it must return the money together with interest — a rule that directly addresses situations in which an outsourcing partner deploys the client's funds for its own aims.