Undisclosed VC

Commercial Due Diligence Consultant

UK Technology SME Investment

1. Background

A confidential investor is considering an investment in a UK technology SME and wishes to appoint an independent Commercial Due Diligence Consultant to undertake an objective assessment of the company's commercial position, market opportunity and growth prospects. The identities of both the investor and target company will remain confidential until an appropriate NDA has been executed.

The engagement is expected to require approximately 10–15 consultancy days over a 1–2-month period. Additional scope need should be discussed and agreed before overrun.

The consultant will report directly to the investor or its nominated representative.

2. Purpose of the Assignment

The consultant will provide an independent, evidence-based assessment of the target company's commercial attractiveness and the credibility of its business plan. The review will validate key commercial assumptions, identify material risks and opportunities, assess future growth prospects and support the investor's decision-making. The consultant's duty is solely to the investor.

3. Scope of Work

The consultant will review the company's commercial performance, market position and future growth prospects in the following areas:

3.1 Business Model

·      Revenue streams and mix

·      Pricing strategy and margins

·      Customer acquisition

·      Sales and delivery model

·      Commercial scalability

·      Key commercial dependencies

3.2 Market Assessment

·      Market size and growth

·      Demand drivers

·      Competitive dynamics

·      Technology and regulatory trends

·      Validation of market assumptions

3.3 Competitive Position

·      Principal competitors

·      Market positioning

·      Differentiation

·      Barriers to entry

·      Sustainability of competitive advantage

3.4 Customer and Revenue Quality

·      Customer concentration

·      Revenue profile

·      Contract renewals

·      Retention and churn

·      Sales pipeline quality

·      Customer acquisition economics

·      Sales conversion

·      Customer satisfaction

3.5 Forecast Review

·      Revenue growth assumptions

·      Customer acquisition and retention

·      Pricing

·      Market penetration

·      Sales capacity

·      Pipeline conversion

·      Identification of unsupported assumptions

3.6 Commercial Risks and Opportunities

·      Material commercial risks

·      Dependencies

·      Competitive threats

·      Forecast delivery risks

·      Growth and profitability opportunities

4. Information Available

Subject to confidentiality arrangements, the consultant will normally receive business plans, forecasts, revenue analysis, customer and contract information, CRM reports, pricing information, market research, sales plans and access to management. Material information gaps should be reported promptly.

5. Deliverables

Initial Findings

·      Initial observations

·      Priority issues

·      Information gaps

·      Additional information requests

·      Early commercial concerns

Commercial Due Diligence Report

·      Executive summary

·      Scope and methodology

·      Market attractiveness

·      Competitive position

·      Customer and revenue quality

·      Commercial performance

·      Assessment of forecasts

·      Principal risks

·      Value-creation opportunities

·      Conclusions and recommendations

Commercial Risk Register

·      Risk description

·      Evidence

·      Likelihood and impact

·      Mitigation

·      Implications for valuation or transaction structure

Investor Presentation

Presentation of findings and follow-up support through VC provided documentation template for ease of submittance and access internally. A follow up Zoom/Teams to discuss findings would be arranged subsequently.

6. Indicative Work Programme

Activity

Effort

Mobilisation

0.5 day

Document review

2 days

Management interviews

1.5–2 days

Market assessment

2–3 days

Customer/revenue analysis

2–3 days

Forecast challenge

1–2 days

Report preparation

2 days

Presentation & Q&A

0.5–1 day

7. Consultant Requirements

Significant commercial due diligence experience, investor-side transaction experience, knowledge of UK technology/SaaS businesses, strong analytical, report-writing and presentation skills.

8. Independence and Confidentiality

The consultant must disclose conflicts of interest, obtain approval before contacting stakeholders and comply with the NDA and applicable data protection requirements.

9. Commercial Terms

Scope, timetable and fees will be agreed before commencement. Additional work requires prior approval. The consultant is responsible for their own tax and insurance obligations. This project is outside of IR35

10. Proposal Requirements

Submit relevant experience, comparable assignments, methodology, availability, fees, team details, insurance, conflict declaration and references.

11. Success Criteria

Provide an independent commercial assessment, validate forecasts, identify material risks, highlight value-creation opportunities and deliver concise decision-focused outputs within the agreed timetable.