Our Business Sale & Purchase specialists
Buying or selling a business can be a stressful period, so it is important to choose your advisers correctly.
With years of experience in business sales and purchases, we can assist you with negotiations to make the process easier and complete the deal.
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Buying or selling a business can be complex and time-consuming, so having the right advisers matters. Our Worcester corporate solicitors keep transactions moving, reduce risk and help you complete your deal efficiently.
We take a practical, commercially focused approach and coordinate with your other advisers (including tax and finance) so the legal process supports the wider deal.
We advise on a range of transaction structures, including asset sales, share sales, joint ventures and management buyouts (MBOs), tailoring the approach to your goals and the level of risk involved.
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An asset sale involves selling specific assets (and sometimes liabilities) from a business, rather than selling the company itself. It can be used for third-party sales or as part of a group restructure. The key document is usually an Asset Sale Agreement, supported by due diligence and any necessary ancillary documents.
Key issues to address include:
- What assets are being sold and what assets are excluded?
- Employee and TUPE issues
- Warranties and limitations of liability
- Apportionment of receipts pre and post-sale
- Assignment of contracts
- Consents
- Price and how paid
- Completion matters
A share sale involves buying or selling the shares in a company, so ownership changes hands and the company (including its assets, contracts and liabilities) continues to trade as before. The main document is usually a Share Sale Agreement, alongside due diligence and any required pre-completion or post-completion documents.
Key issues to address include:
- Title to and transfer of the shares?
- Tax
- Warranties and limitations of liability
- Consents
- Price and how paid
- Completion matters
A joint venture is a good way of two businesses pooling resources and skills to develop the business. It is however, like any relationship, an arrangement that needs careful thought and an agreed strategy to make it successful.
A joint venture may consist of a specially constructed company or contract with aim of joining forces to achieve growth. Joint ventures can often bring new ideas or products to market, or facilitate meeting an objective between two organisations.
Having informed discussions at an early stage in negotiation and ensuring that agreements are properly documented means that any issues can be resolved and the joint venture is likely to succeed. Common areas for discussion are:
- What assets is each party bringing to the venture?
- Is there a timetable for progression of the venture?
- How many staff is each party committing to the joint venture?
- How is the venture to be funded?
- How are profits to be shared?
- Is there an exit from the venture?
Our specialists will support you through the process with practical and commercial advice.
A management buyout (MBO) is an increasingly common method of taking over a business. It is a particularly exciting opportunity and has far more certainty than alternative business purchase structures as the management team involved will understand the workings and processes of the business.
An MBO describes a transaction where the existing management team of a business (or some members of that team) acquire a stake in the business, typically with the help of delayed payment terms or private equity financing who also takes a stake in the business. The incumbent management remains in place post-acquisition.
They are usually completed as a share sale with support for the purchase price and a different approach may be taken to the due diligence process and warranty protection.
We have many years of experience in dealing with and structuring management buyouts. You will be provided with proactive commercial advice ensuring we get the outcome you want.
A merger can be an effective way to grow, expand into new markets or strengthen a team. However, it works best when you understand what you’re combining. No two businesses are the same, and culture, systems, people and risk profile matter as much as the headline price.
We have many years’ experience advising business owners about how to successfully complete mergers. In fact, we are the product of a merger between two of Worcester's most respected firms, which gives us useful practical perspective when supporting clients. We can undertake the due diligence you need, prepare and comment upon the documentation needed and guide you through the sometimes-complex process that merging a business can become.
Joining forces with another business owner is one of the most important decisions that any business owner can make. Our experienced specialists can support you throughout the process.
Trusted advisors for all of your company and commercial law needs
With a long-standing presence in Worcester and the West Midlands region, SME Solicitors brings a vast amount of local knowledge and legal expertise to your company and commercial law matters. Our efficiency, clear communication and comprehensive understanding of both the legal landscape and the Worcestershire area ensures your business transactions proceed smoothly and effectively. By entrusting us with your legal concerns, you're free to concentrate on what truly matters – the successful operation and growth of your business.
Our Worcester-based solicitors support organisations across Worcestershire and the West Midlands with clear, practical business law advice. We help you manage legal risk and make confident decisions, so you can focus on running and growing your business.
We advise at every stage of the business lifecycle, including company formation, director and shareholder matters, shareholder agreements, contracts, data protection, restructuring, compliance and governance. If you’re buying, selling or investing in a business, we can also guide you through due diligence and the legal steps needed to complete the transaction.
Our Company and Commercial Law specialist, Will Cadbury, provides straightforward guidance and responsive support for day-to-day queries and complex matters alike.
Insights for your business
Stay up to date with the latest events, charity fundraisers, legislation updates and insights from our team.
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Menopause in the Workplace
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Why have a Shareholders' agreement?
A Shareholders' Agreement is not a mandatory company document however it is a document that needs to be considered carefully...
Directors' Duties: What happens when it goes wrong?
Will Cadbury examines what action can be taken against a director who is in breach of their duties...
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Directors' Duties: What are the legal duties of directors?
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What our clients say
I first used the services of SME over 30 years ago after the death of my husband. I used them for legal aspects around my employment and redundancy. I have since used them three times for the sale/purchase of my house on a private basis and for three properties under my company jointly with my son. He, too, has since used them twice for the sale/purchase of his private properties. On all occasions we have been very happy with the services and advice we have received.
Mrs L, Worcestershire
Justine recently acted for me in my contentious divorce. She provided a personable and professional service throughout the proceedings. She was conscientious and supportive and she provided constructive advice. Justine understood my position, and took a proactive and collaborative approach in the proceedings in order to reach a fair result. Justine always responded quickly to emails and phone calls, and nothing was ever too much. At times I needed direction and Justine took time to discuss the next steps in detail in order for me to fully understand the process. I could not have achieved the outcome I received without her and I cannot recommend Justine and the firm highly enough.
A satisfied client
Excellent service received from Florence while making my Will. Would not hesitate to use them again. My experience was excellent, first class.
Ms S
Eoin dealt with the sale procedure effectively and communicated well throughout.
Administrators of Mr M's Estate
Many thanks for all of your help on this and for making a potentially stressful process so smooth! It is much appreciated.
Mr W
Liz has been truly amazing from start to finish with the sale of my property and I would 110% recommend. Liz’s expertise, responsiveness, patience and kindness have been evident throughout. We truly couldn't recommend the service any more!
Ms M, Worcestershire
Thanks for the clarification, I'm so glad I asked you to handle it rather than me trying to do it (the divorce) online!
EP
Ian, many thanks for all the support over the last two years, from day one your advice and support have been excellent.
Mr H, Worcester
My brother and myself were very pleased with the service we received from SME and in particular Eoin Murphy who deal with the conveyancing procedures. All requests were dealt with promptly and we were kept informed of progress at all times. We would definitely recommend SME to anyone needing a professional practice.
Mrs T
As always, my thanks for your continuing help on this matter. Your steadying advice when we spoke last in December was greatly appreciated. I am happy with your support as I continue to navigate a difficult chapter in my life.
Mr T
Lisa and I would like to express our sincere thanks and appreciation to you and the team at SME for everything that you have done to make our house move possible. It wasn't the easiest of situations for any of us but we made it in the end!
Mr W, Worcester
We would just like to thank you for all your hard work in the conveyancing of my late stepfather's property. We doubted it would complete, so we were so relieved when it finally did all thanks to your perseverance and professionalism. We were very impressed at being kept informed every step of the way, which really helped us through this arduous sale, and we would certainly recommend you should the need ever arise. Wishing you the very best for the future.
Mr & Mrs P, Worcester
We just wanted to say a HUGE thank you. I think we were all looking forward to the day when this sale would be over and nonetheless you have been incredibly dedicated in combating all the issues we have had to face to purchase our home and we cannot thank you enough for the service you have provided. You really are highly skilled in your sector and we hope you are rewarded and continue to be successful because you deserve it. We are so overwhelmingly excited and are in love with our new home.
Mr & Mrs Z
As ever I have been very pleased with the attention and service received, and we are returning to you again.
Mrs L
I am very pleased with the work you have done for me and my brothers. Thank you so much, and Jane too.
Miss C, Worcester
"Clent Connect Community Hub were delighted to hear that the Private Client team at SME Solicitors had recently won 'Private Client Team of the Year' at the Worcestershire Legal Awards. We are particularly pleased as Florence holds regular surgeries here at Clent Connect, offering her time free of charge to the local community, and we know what a difference some legal advice can make to people's lives. Well done to everyone involved at SME Solicitors!"
Bonnie Harvey, Clent Connect Community Hub
Hi Liz, just a note to thank you for the wonderful and efficient service you gave us when selling our property. We are very grateful for the way that you and your staff handled the sale.
Mr & Mrs T, Worcester
You’ve been brilliant and I’m more than happy with your work!
Ms S-J
Ian offered a great service during the short time he dealt with my divorce. He was prompt in responding to my queries and questions and explained things clearly to me every time. I felt comfortable dealing with Ian face to face and over phone and email. I would recommend him to others in the future.
Mrs L, Worcester
I used SME solicitors through strong recommendation from professional friends that are in the property business and SME have always been my parents solicitors – I was not disappointed. I had what I thought was going to be a difficult move, my chain had 4 properties in it, me being the end property. I also had another property that had to be sold before I could move on in my chain, it was all happening at the same time. Liz Stirk was the solicitor dealing with both of my property chains, she was brilliant! We had our up’s and down’s in the whole process but due to her very professional approach, always being on hand to speak to and answering emails straight away! She made it happen, all with very little stress for me. It is all down to Liz for all the reasons above. I would not hesitate to recommend SME Solicitors and their services to anyone.
Mr B, Tewkesbury
This week has been a foretaste of life as an old person and it wasn't great but seeing you was a spirit booster for sure.
Thank you again and as always for your help, patience and understanding whilst holding our hands through the minefield of legalities, we knew nothing of that world and you were the perfect guide!
Mr & Mrs D
I would like to take this opportunity to thank you and all the staff involved in the work carried out on our [behalf]. We have been coming to SME for nearly 50 years and we have always been extremely satisfied.
Mr & Mrs B
My late father had used your services and was very happy with them.
Mrs W
I would not hesitate to go to Joanna Gardner at SME again.
Ms Smith
I just wanted to say thank you to you - you were so kind and helpful when we first visited you and we felt so lost with the legal stuff. Your personal approach made this so much easier and Sam and I both felt much better afterwards.
Mr & Mrs B
All good and great that SME have done a lot for our family throughout the years and especially recently in one way or another!
Mr M
We wanted to thank you so much for all your work on the house we were so impressed by your thoroughness and professionalism. It made the whole experience so much easier and we really appreciate your help.
Ms R, Worcestershire
I have been very pleased with your services [Ian] and will continue to pass the word of your business to family and friends; and if I needed [legal] services in the future you will be my first port of call.
Mrs A
I have to thank you personally for your professionalism and guidance in all of this and I know at times it has been a little tricky but thanks to you we have been guided safely to its conclusion.
Mrs B
Many thanks for your wise and empathic counsel over the last two years. I have really appreciated your guidance through such a distressing period of my life.
Mrs A, Worcester
It is often said that divorce lawyers are not just expensive but ridiculously expensive or drag things out to make more money. My response to these comments is simple - using SME was the best money I’ve ever spent! You may think that’s odd for a Yorkshire financial bod, but it genuinely is. Your team really did a good job and educated me with what I needed to know whilst sheltering me from what wasn’t necessary.
Mr L
Thank you for your help with everything at this difficult time for me and being a good listener.
Client from Worcestershire
I have found Guy Salter to be a knowledgeable employment law specialist who dealt with my case with professionalism and compassion. I achieved an excellent result working with him which would not have been achieved on my own.
Mr Davies
You did a sterling job for us with the house – thank you for everything. I type this from the (grandly named, but very small) office – an achievement in itself! If I could find someone as reliable and conscientious to help me with the mountain of DIY jobs, then I would be a happy man...
Mr H, Essex
We wish to thank you most sincerely for your time and the efficient manner in which you have dealt with these somewhat delicate affairs. We have appreciated your genuine care, sensitivity and patience shown throughout. You helped make our visits to Stallard March & Edwards most pleasurable.
Mr & Mrs C
On a personal note I would just like to thank you for your help and understanding at a time when I was perhaps not at my best! Your kindness and humour certainly put me at ease and gave me great confidence that all was being done with our very best interests!
Mrs A, Worcester
Once Ian took over my case he was great, friendly, approachable and helpful. I would certainly recommend Ian to others...
Mrs L, Worcester
I have enjoyed working with Guy as he has carefully steered us through the minefield of employment legislation. He provides thoughtful, pragmatic and helpful advice with a commercial view. I would not hesitate to recommend him to any other company for employment advice.
Mr C, Newport
I had all but given up hope of pursuing my unfair dismissal case until I was introduced to Guy Salter from SME. Guy has been a real inspiration and has handled my case with great sensitivity, professionalism, perception and deliberation. I had the benefit of support from Lisa and an incredible Counsel too, thanks to Guy, and it was an amazing team effort that succeeded in securing a positive outcome for me. Facing a legal system for the first time can be very daunting, but with the support of Guy and his team and their confident and industrious approach to pursuing my case, it certainly lessened the burden and my anxieties. My sincere thanks and appreciation to you all.
Lynn, Warwickshire
We are so pleased that we contacted Stallard March & Edwards and are delighted with everything that has been undertaken on our behalf. An essential requirement for the family at a difficult time is trust; knowing that you are working with people who understand your needs and circumstances and who can deliver in a sympathetic and professional manner. Stallard March & Edwards offered us just that. Thank you.
Mr S, Worcester
Thanks for the great service I've received. As the man from Honda says, it's nice when things just work. I'll be back in touch next time I buy a house.
Matt, Worcester
The only ray of light in this nightmare has been meeting you. Thank you for all your guidance and wonderful work. Please say thank you to your secretary and Mr Stirzaker as well.
Mrs D, Worcester
Thank you for all the excellent sound advice throughout the last two years. From day one, your professional knowledge and support have been outstanding.
Mr H, Worcester
Thank you very much for your help in explaining the current legal position regarding wills, trustees and powers of attorney so clearly and for drawing up the appropriate documents.
Mr G, Worcester
I must thank you for your excellent work for the Trust since you have been involved with our affairs. We have been most fortunate to have had your assistance.
Mr RD, Worcester
It's been a pleasure to work with you [Ian Stirzaker] too obviously and thanks for all your help in this matter.
Mr RL, Worcester
I cannot express my thanks enough, I hugely appreciate your application and diligence in bringing this to a conclusion. It will be so nice I am sure to start the New Year without this lingering on.
Mr DJ, Worcester
I would like to thank you for all your assistance during this whole procedure which has been dealt with in a friendly and professional manner throughout. Your help during this period has been an enormous comfort to myself and my husband.
Client from Worcester
I just wanted to take a moment to say a very genuine and meaningful thank you for all the recent work you have put into everything we have been dealing with.
I enjoy dealing with SME Solicitors for a multitude of reasons and your efficiency, communication and understanding are always appreciated.
The conveyancing in particular with thanks to Liz is seamless and extremely professional. I have enormous trust in what you do and that is why I return to SME with any legal matters that need attention.
Again, thank you.
Mr K, Birmingham
Thank you for helping us. Your services were excellent and I would recommend your firm to my friends if they ever need them. Once again our thanks.
Mrs B, Birmingham
Being one that sometimes struggles with what I perceive as being unfair or unreasonable, I know that I can be headstrong in those circumstances. Your handling of those occasions was impressive and achieving a satisfactory outcome which seemed unlikely for most of the cases equally so. In the nicest possible way I hope that I will not need your services again, but should I, your number would be the first one I would call, and I would have no hesitation in recommending you and your firm.
Thanks, Ian, please stay in touch.
Mr D, Worcester
Just a personal note to thank you for your help, encouragement and advice.
Whilst I'm guessing my sale/purchase fell into the 'straightforward basket', I know as always little issues creep in.
I can only thank you sincerely given the fact that we move forward to our next property purchase adventure!
Mr P, Worcester
May I take this opportunity to thank you, Liz, on behalf of Christine and myself for the excellent work that you've done on our behalf and how pleased we've been with both the professional and personal manner in which you've carried out the work.
Mr H, Worcestershire
It is always a pleasure to deal with the team at SME, they have a way of cutting through the broader points and addressing the finer detail which is refreshing.
Mr S, Worcestershire
Jack Smith was very helpful in providing legal advice for a property matter. He explained the legal problems well and sorted out our problem; he responded very quickly to our queries. I would definitely seek his advice again should the need arise.
Mr R, Malvern
We used SME Solicitors when negotiating and finalising the terms for our commercial lease property. We worked closely with Will who was fantastic at keeping us informed and driving matters forward. Wouldn't hesitate to recommend them to others and will certainly use them again.
Mrs U, Bromsgrove
David helped us to achieve a great outcome for a potentially tricky situation.
AW
I just wanted to say a big thank you for pursuing this result today. It is such a relief to have it settled and go into the weekend knowing where we are.
Mr DS
Please say thanks to Jo, she saved my life and was absolutely brilliant.
Mrs W, Worcester
I'm so glad I've got you working for me.
Mrs P, Worcester
Spoke to Florence [Goodwin]... one of the most straightforward and delightful conversations I’ve ever had with a lawyer! Bloody marvellous!
Mr B, Worcester
Can I take this opportunity to also say how much I have valued your consistent friendly relaxed professional support at all times, it really has been greatly appreciated.
Mrs Valerie Grove
We are truly grateful for the advice and work that you have done for us at such a difficult time in our lives. You were marvellous.
Mrs M, Worcestershire
Thank you for everything you have done over these past 2 years, I was very lucky it was you and I will always be grateful for your guidance and compassion.
Mrs M, Worcester
Thank you so much for all your support; you have been amazing. I appreciate how honest and kind you are. To have a solicitor who actually cares is priceless. I now see why you were recommended. Best family lawyer for sure!
Mrs D
Just wanted to say a massive thank you for helping me when I really needed it. It's been a tough year but you helped to keep me sane and got it over the line for me. Thanks again.
Mr B
[SME] handled a change of name for my son on his recent 18th birthday. You were not only efficient and clear but also understanding of the emotional nature of the situation. You kept a balance of warmth and professionalism, which made the process easy. Many thanks.
Mrs S
I want to say a massive thank you to all of you and your colleagues for all your hard work in helping me with the divorce settlement. It’s been awful for me and you and your colleagues have got me through it. I am now able to move on with what I need to do. I am spending day 1 getting the house sorted. I am now happy again.
Mr T
Thanks again for all of your hard work in making this happen, and your 11th hour support was especially appreciated.
Mr M, Worcestershire
May I take this opportunity to thank you for the efficient, helpful and courteous way you have guided me through the sale of the above property.
Mr D, Worcester
I couldn't ask for any more! Professional, responsive, friendly and caring... perfect service! [The] communication was brilliant. The service was exceptional, I would (and have) recommended SME to anyone... thank you!
Mr & Mrs E
I would recommend Guy Salter to anyone who has an employment dispute, whether company or individual. Analytical, open, direct and compassionate (also a wicked sense of humour), he will always advise you on what course of action you should take, keeping you fully aware of any potential pitfalls. Someone you can trust and rely upon.
Annette Strain, Financial Controller at Motovario Limited
Thanks again for making this process a quick & easy one, it was just how I needed to get this done whilst working out here in a stressful environment. I will be recommending your services to anyone whom may need them in the future.
Mr T
I just wanted to say thanks very much for the great service you have provided to Tom. We would have no hesitation in recommending you to any of our friends and family who need employment advice in the future.
Ann
Please can I offer my heartfelt thanks for your advice, support, and professional services in bringing this matter to a conclusion.
Mrs G
It’s been a painful 10 months, a learning curve where a better understanding of what is deemed fair. You’ve taken time to understand my position and I consider the work you have done for me as being the best possible given my circumstances. It is difficult not to get bitter and twisted and with your help I’ve managed (almost!) to see things more clearly…
Mr N, Worcester
Exceptional service throughout the process of our business sale. Will Cadbury was reliable, meticulously thorough, efficient and prompt to respond to any queries. Couldn’t recommend his services highly enough.
Christina Finch
You have been wonderful, and should I ever need your services again, I will not hesitate to contact you in the future. You have been outstanding with your commitment to the case and thank you.
Client from Worcestershire
Thank you for your email and confirming everything is in order. I really appreciated your guidance and prompt response at each turn, I’m very grateful for all your help.
A happy Employment department client
Thank you so much for your patient advice and support during this testing period. You made something that was highly complex make sense and relatively easy to navigate.
A happy Family department client
We would like to thank you for all your help in this matter which has been very prolonged and stressful for family members. Without your help this matter would have been even further prolonged. On initial discussion you stated these matters can hopefully be resolved with a few solicitors letters and generally result with a compromise between both parties which is exactly what has happened.
A satisfied Dispute Resolution client
Thank you very much for your support and guidance over the last sixteen or so months. We have really appreciated your clear and comprehensive answers to the questions that we have had. At times it felt slow as we wanted the administrative side of closing down our Mother's estate to be over. But we know that we just needed to let the process take its course. Thank you also to Jane who was always there to take our telephone calls. That too was very much appreciated. And finally we felt that the SME Conveyancing team did a great job in supporting us with the sale of our Mother's house. So thank you to all the individuals at SME who have been so helpful to us throughout the last year.
Client from Worcestershire
I have to thank you personally for your professionalism and guidance in all of this and I know at times it has been a little tricky but thanks to you we have been guided safely to its conclusion.
Client from Worcester
May I thank you and your team for the very efficient conveyancing process and completion of our property.
You managed it all in double quick time eliminating the stress usually incurred with a house purchase.
Ms T
It's a story you have heard a thousand times I am sure, but your expertise and support during these situations is amazing. It is hard to express enough gratitude to you.
Mr M
We used SME to sell our mother's property. Very easy to communicate with given I live far away from where the property was. Very friendly and extremely helpful and reassuring.
Mrs R
[We] have been looked after by SME through various legal aspects affecting our family. Always confident a good job will be done.
Mr & Mrs M
Thanks for all the help and support you and SME have given me through one of the most stressful times in my life. The whole process of divorce is extremely stressful. But through good communication, excellent advice and assistance above and beyond, it was made easier. Of which I am truly grateful.
Mr H
I would recommend anyone to use SME when a solicitor is needed. Pleasant staff, and the work is done top standard.
Mrs B
Florence Goodwin was very helpful in all that she has done for me. I was pleased with her work. I wish her all the best in the future.
Mrs R
Extremely good service as I was using the Free Will option. First meeting was at the Cathedral. This includes a donation to a charity.
Mrs L
SME provided us with probate and conveyancing services. The services provided by both departments was excellent. We would highly recommend using SME.
Mr F
We have used SME over the last few years for house sales and purchases, Wills and Power of Attorney. We have always been dealt with in a friendly, professional and efficient manner by staff in all relevant departments. Everyone has been extremely helpful and reassuring and we always recommend your firm to friends and family.
Mr & Mrs B
A personal and professional service.
Ms G
Liz and her team at SME did a great job for us, responding quickly and thoroughly as required in the auction process of this estate property. Thank you.
The Estate of Mr G
My late uncle's estate took 2 years to complete. There was a considerable amount of work involved and at times, I thought it would never end! Joanna was very good in keeping us updated on the progress.
The Executors of Mr O
We were so happy to have Liz (and her team) guiding us through our recent buying and selling process. Communication was always timely and we never felt like we were a bother with our queries. The paperwork was clear and succinct. Finally the closing letter once we had moved in with a congratulations card was a nice touch.
Mrs C
I contacted SME with regards to advice for my parents' finances. Found SME and Amanda Piper most efficient and friendly with their approach. Amanda visited my parents at Regents and was most pleasant towards them explaining all clearly. SME were communicative with the process, which was very slow, but this is the norm with this legality.
Mrs S
SME Solicitors combine traditional values with contemporary innovation and offer a service that is exemplary, a client-focused approach and an attention to detail.
Mr & Mr S
Superb service, quick, efficient and well informed on procedures.
Mrs Y
It has been a privilege to be helped and advised by SME Solicitors with whom I have been associated with for some years and expect to be in the future - professional and caring at all times. Florence Goodwin and her team have given me much needed support, empathy and advice over a significant period of time.
Mr W
Very efficient and promptly dealt with our business.
Mr B
Thank you for your help with the contract. Justine's comments about the various issues were spot on, and I went back and challenged them wholesale. They agreed on all points (with a couple of minor caveats) and we duly signed & have started work.
JH