Booking terms

The agreement between you and Strachan Consultancy Limited for the Three Years Out programme.

Version 1.1, issued 16 September 2026. This page carries the current version. The agreement between us is the version named on your Booking Confirmation.

These terms cover the Three Years Out programme. Buy-side advisory mandates are on a separate engagement letter and nothing on this page applies to them.

The short version

What you get. An assessment of your business with an indicative valuation range and a Repair List, two days in a room with four to six other businesses, a private half-day session, and a written roadmap.

What it costs. £6,250 for the founding cohort, exclusive of VAT, payable in full at booking. One owner is covered. One additional shareholder may attend at £1,250.

If you cannot make the dates. You may move to a later programme once, free, with at least 28 days' notice.

If it is not worth it. Stay to the end of day one and tell us before you leave the room, and we refund the fee in full and reimburse your travel and accommodation for that day.

What we will never do. Act for anyone trying to buy your business. Not now, not later, not for any fee.

This summary is not part of the agreement. Clauses 1 to 16 below are the agreement.

THE PROGRAMME, WHAT YOU ARE BUYING, AND ON WHAT TERMS

1. Who these terms are between

1.1  These terms apply between us and you. The Programme is delivered personally by Mark Strachan.

1.2  You are contracting as a business and not as a consumer.

1.3  These terms, your Booking Confirmation and the Confidentiality Undertaking form the whole agreement between us in relation to the Programme.

2. What you are buying

2.1  The Assessment. An indicative valuation range for your business and a Repair List setting out what a buyer is likely to discount you for, with our estimate of the monetary effect of each item.

2.2  The Workshop. Two days delivered on consecutive weekdays to a small group of businesses.

2.3  The Private Session and the Roadmap. Half a day at which we apply the method to your own figures and agree the order in which work should be done, followed by the written Roadmap and supporting materials.

2.4  The fee covers one owner. Where your business has more than one shareholder, one additional shareholder may attend, and a place for that shareholder is charged at £1,250. No other attendee may attend in place of, or in addition to, a shareholder.

2.5  What the fee covers. The fee covers the Assessment, the two days of the Workshop and the catering provided on those days, the pre-work, the Private Session and the Roadmap. It does not cover your travel to or from the venue, your accommodation, or anything else you choose to spend outside the room. Clause 7.1 reimburses reasonable travel and accommodation for the first day only, and only where you exercise the day one right. It does not mean those costs are included in the fee.

3. Booking and payment

3.1  Fees are quoted exclusive of VAT. Where we are registered for VAT it is charged in addition, at the prevailing rate.

3.2  The fee is payable in full at the time of booking. Your place is not held until payment has cleared.

3.3  Places are limited and are allocated in order of cleared payment.

3.4  Any founding rate offered for a first cohort is conditional on the commitments at clause 6.4 and is not available afterwards.

4. The Cut-off Date

4.1  Your financial information must reach us by the Cut-off Date.

4.2  The Assessment cannot be produced without it, and the Cut-off Date is not extendable.

4.3  If your information reaches us after the Cut-off Date we will transfer you to the next available Programme at no additional charge. The fee is not refundable in these circumstances.

5. What we will do

5.1  Produce the Assessment after receiving your complete information and before the Workshop.

5.2  Deliver the Workshop and the Private Session on the dates notified to you.

5.3  Issue the Roadmap within ten working days of the Private Session.

5.4  Keep your information confidential in accordance with the Confidentiality Undertaking.

5.5  Where your records are not capable of supporting the Assessment we will tell you and set out what is missing. We will offer to scope a records remediation phase, which is quoted and charged separately and forms no part of the fee. You may decline it. If you decline, or if it cannot be completed before the Cut-off Date, we will deliver the Assessment on the information that exists, name the gaps, and put no figure on anything the records will not support. Any third party engaged to do that work, including a fractional finance director, is engaged and paid by you.

6. What you must do

6.1  Provide complete and accurate information by the Cut-off Date. Complete means every item on the numbered data request we send you, in the format requested, or a written explanation of why an item does not exist for your business. The time for producing the Assessment runs from the date your information is complete, not from the date you sign.

6.2  Ensure that anyone attending on your behalf is authorised to discuss your business.

6.3  Not record, photograph or transmit any part of the Workshop, and not disclose anything you learn about any other business attending. This obligation continues without time limit. You must make anyone attending on your behalf aware of this clause and procure that they comply with it, and you are responsible for their acts and omissions as if they were your own.

6.4  Where you have taken a founding rate, provide feedback at the three points notified to you and give written consent to a written case study, that consent being given to specific wording rather than in general terms.

7. Our guarantee

7.1  Day one. If you attend the whole of the first day and tell us before you leave the room that you do not believe the Programme is worth what you paid, we will refund your fee in full and reimburse your reasonable travel and accommodation costs for that day against receipts. You keep the Assessment prepared for your business. This right must be exercised in the room on the day and is not available afterwards.

7.2  The Roadmap. If you have returned the worksheets, delivered your information by the Cut-off Date, attended both days of the Workshop and completed the Private Session, and you do not consider the Roadmap to be one you would actually implement, we will revise it with you. That commitment extends to two revisions, to be completed within three months of the Private Session, after which it is discharged.

8. Cancellation, transfer and changes

8.1  Fees are not refundable except under clause 7.1 or clause 8.4.

8.2  You may transfer to a later Programme once, without charge, on at least twenty-eight days' written notice before the first day of the Workshop.

8.3  We may change the dates once, by up to eight weeks, on written notice to you. Your place transfers automatically to the revised dates and no refund arises.

8.4  If we cancel, or change the dates by more than eight weeks, you may transfer to the next Programme or receive a full refund, at your option. That choice must be exercised within fourteen days of our notice.

8.5  The Workshop runs subject to minimum numbers. If minimum numbers are not reached we may postpone it, and clause 8.3 applies to that postponement.

8.6  We are not responsible for travel or accommodation you have arranged, and we recommend that you do not book non-refundable travel until dates are confirmed to you in writing.

9. Declining or ending a booking

9.1  We may decline a booking before it is accepted, including where accepting it would conflict with an existing engagement. If we decline, any fee paid is refunded in full.

9.2  If after booking we identify a conflict that prevents us acting, we will tell you promptly and refund your fee in full.

9.3  We will not accept a booking from a business that is a current acquisition target on a live mandate for a buyer we act for, while that mandate continues. Once that mandate ends the business may book, and we will tell you that this clause applied.

9.4  We will not accept a booking from a business we have approached on our own account with a view to acquiring it, and we will not later act for any buyer in respect of that business. This exclusion has no time limit.

9.5  We may end a booking and require an attendee to leave if there is a serious breach of clause 6.3. In that event no refund is due, because that obligation exists to protect the other businesses in the room.

10. Independence, and what we will not do

10.1  Our fee is fixed and agreed in advance. It does not vary with the price you achieve, the terms you agree, or whether you sell at all.

10.2  In relation to the Programme we take no commission, success fee, equity or other payment contingent on a transaction. Where we act for a buyer on a separate acquisition mandate that work is charged on its own terms, which may include a success fee, and by clause 10.3 no such mandate ever concerns a business that has been through the Programme.

10.3  We will not act for any person seeking to acquire a business that has been through the Programme, and this restriction has no time limit.

10.4  Where we introduce you to a third party adviser we may receive a fee from that adviser. Any such fee is a fixed amount and is never a proportion of what you spend. Our fee to you does not change whether or not you engage anyone we introduce. We will tell you the amount of any such fee on request.

11. The limits of what we provide

11.1  The Valuation is an indicative range representing our opinion, prepared from information supplied by you. It is not a formal valuation, it is not audited, we undertake no independent verification of your information, and it is not a recommendation to sell, to refrain from selling, or to accept or reject any offer.

11.2  The Repair List sets out matters a buyer may raise and our estimate of their effect. What an actual buyer does is outside our control. A price is affected by circumstances that cannot be foreseen, including but not limited to the health, motivation or personal circumstances of a seller, the identity of a particular buyer and any strategic reason they may have, the timing of a sale, changes in your trade or in the wider economy, the terms on which a transaction is structured, and any other factor outside our reasonable control. We are not responsible for the effect of any of them.

11.3  We do not provide regulated financial advice, investment advice, pension advice, tax advice or legal advice. Anything we say about tax, pensions, structure or personal finances is illustrative, general, and our opinion, and you must take it to your own accountant, solicitor, pension adviser or independent financial adviser before acting on it.

11.4  We make no representation or warranty as to the price you will achieve, the terms you will be offered, or whether any sale will occur.

11.5  The Assessment, including the Repair List, is prepared from information provided by you and your advisers. It is not an audit and we do not independently verify what we are given.

11.6  Our work is prepared for you alone. Clause 12.2 permits you to share the Roadmap and the accompanying brief with your own management, shareholders and professional advisers so that you can act on it. That permission does not make those people our clients and does not entitle them to rely on our work. We accept no duty of care and no liability to any person other than you, whether in contract, in delict or otherwise, and nothing in this agreement confers any right of action on a third party under the Contract (Third Party Rights) (Scotland) Act 2017. Any person who wishes to rely on our work must engage us separately.

12. Intellectual property

12.1  The materials remain our property. You receive a licence to use them within your own business and for its own purposes only.

12.2  You may share the Roadmap and the accompanying brief with your own management, shareholders and professional advisers. You may not distribute, publish, resell or teach the materials.

13. Confidentiality

13.1  Our obligations in respect of your information are set out in the Confidentiality Undertaking at Part 2, which is signed at the same time as these terms and forms part of this agreement.

14. Data protection

14.1  Each of us will comply with applicable data protection law. We act as controller in respect of personal data we hold about you, your people and your shareholders, and our privacy notice explains what we hold and why.

15. Liability

15.1  Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited.

15.2  Subject to clause 15.1, our total liability arising out of or in connection with this agreement is limited to the fees you have paid to us.

15.3  Subject to clause 15.1, we are not liable for loss of profit, loss of anticipated sale proceeds, loss of a transaction or opportunity, loss of goodwill, or any indirect or consequential loss, whether or not foreseeable.

15.4  You remain responsible for every decision you take about your business. Our role is to inform those decisions, not to make them.

16. General

16.1  Neither of us is liable for failure to perform caused by events outside our reasonable control.

16.2  Nothing in this agreement creates a partnership, joint venture or employment relationship.

16.3  Notice under this agreement is given in writing by email to the addresses on the Booking Confirmation, and is treated as received on the next working day.

16.4  This agreement may be signed electronically and in counterparts.

16.5  This agreement is governed by the law of Scotland and the Scottish courts have exclusive jurisdiction.

Part 2, the Confidentiality Undertaking

A Confidentiality Undertaking is signed at the same time as these terms and forms part of the same agreement. It is provided in full at booking, before you send us anything.

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