Professional and Advisory Disclaimer

Advisor Toolkit is a service of THINKERZ LTD, trading as Thinkerz Consulting. This disclaimer applies to general information published on the website and should be read with our Terms of Use. Separately agreed engagement terms govern any professional work we undertake.

1. General information, not advice on a particular matter

Website content describes transaction concepts and the services we may provide. It is not advice on a particular business, owner, client, valuation, offer, transaction document or completion calculation. You should not make a decision solely by relying on general website content.

2. No legal, tax, audit or regulated investment advice

Unless a separate engagement expressly states otherwise and we are appropriately entitled to provide the relevant service, Advisor Toolkit does not provide:

• legal advice or legal drafting;
• tax advice;
• statutory audit, assurance or other reserved accountancy services;
• regulated investment advice or regulated financial advice;
• investment management, securities dealing or other regulated financial services.

Questions falling within those areas should be referred to an appropriately qualified and, where applicable, authorised professional.

3. Valuation and shareholder proceeds

A business valuation, enterprise-value analysis, equity bridge or shareholder-proceeds estimate depends on the information supplied, normalisation assumptions, valuation methodology, selected multiples or other inputs, cash and debt treatment, working-capital assumptions, tax and transaction structure, and market circumstances at the relevant time.

Unless expressly stated in an engagement, an indicative valuation or proceeds analysis is not a statutory, audit, tax or regulated valuation and is not a guarantee of a sale price or the amount a shareholder will receive. Actual outcomes may differ materially.

4. Maintainable earnings and financial information

Adjustments to EBITDA, earnings, working capital or other financial measures involve judgement. We normally rely on information supplied by the adviser, client, management, accountants or other sources identified in the engagement. Unless expressly included in scope, we do not audit, independently verify or provide assurance on that information.

Incomplete, inaccurate or subsequently revised information may change the analysis and conclusions.

5. Deal structure, working capital and completion mechanics

Analysis of deferred consideration, earn-outs, retained equity, debt-like or cash-like items, normalised working capital, completion adjustments and indicative proceeds is financial and commercial analysis. It does not determine the legal meaning or contractual treatment of an item under heads of terms, a Sale and Purchase Agreement, completion accounts or another transaction document.

The executed transaction documents and the advice of the relevant legal and tax advisers prevail. Financial analysis should be updated where the agreed definitions, accounting policies, completion mechanism or other contractual terms change.

6. Transaction Readiness Check and due diligence support

The free Transaction Readiness Check is an automated diagnostic based on the answers provided. It does not verify underlying information and cannot identify every issue that a buyer, funder, lawyer, tax adviser or other specialist may raise. It is not a substitute for a valuation, assurance engagement or full financial, legal, tax, commercial, operational or regulatory due-diligence exercise where one is required.

7. No guarantee of a transaction or funding outcome

We do not guarantee that a business will sell, that a buyer will accept a valuation or adjustment, that funding will be available, that a particular deal structure will be agreed, or that a transaction will complete. Those outcomes depend on third parties and circumstances outside our control.

8. Adviser relationship and third-party reliance

Advisor Toolkit is designed to support the originating accountant or professional adviser. The adviser retains responsibility for advice within their own professional remit and for their client relationship.

Unless an engagement expressly provides otherwise, our work is prepared for the agreed recipient and purpose. No other person should treat it as advice addressed to them or rely on it without our written agreement.

9. Engagement scope prevails

Professional work is undertaken only under separately agreed terms. Those terms define the scope, responsibilities, assumptions, reliance, limitations, deliverables and fees. A service description on this website does not expand the scope of an engagement.

10. Website accuracy and currency

We take reasonable care over website content, but transaction practice, law, tax treatment, accounting standards, market conditions and funding appetite change. Website content may therefore become outdated and may be amended without notice.