| Provider | CoSai CFO Services Pty Ltd |
|---|---|
| Principal | Carla Oliver |
| Client | Flip 360 |
| Founder | Mathew Punter |
| Phase 1 window | 1 June 2026 – 31 August 2026 · PMO Director role |
| Phase 2 window | 1 September 2026 – 30 June 2031 · Embedded Full-Time CFO (40 hr/wk remote-flex) |
| Phase 1 fee | $5,000 + GST per month (fixed, MONTHLY_IN_ADVANCE) — already governed by /engage |
| Phase 2 base fee | $5,000 + GST per month continues + performance bonus pool (capped at $1.25M lifetime) |
| Master Framework | /engagement/framework — this SoW operates under that framework |
1 · About the Principal
Carla Oliver is Principal of CoSai CFO Services Pty Ltd, a fractional CFO and commercial finance practice serving founder-led growth businesses across investor pack production, financial modelling, capital raising support, and operating-CFO delivery. Carla has been embedded with Flip 360 from pre-commercial-engagement and is the author of the live investor pack at /investors, the financial model and unit economics workings, and the Door 3 marketing-mix financial validation. This SoW covers two related scopes: the Phase 1 PMO Director role (already engaged via /engage) and the Phase 2 embedded CFO schedule.
2 · Phase 1 — governed by the existing /engage instrument
The Phase 1 CoSai engagement (1 June – 31 August 2026, PMO Director, $5,000 + GST/month) is not re-papered in this document. It is governed by the existing CoSai → Flip 360 proposal at /engage, pre-signed by Carla (21 May 2026) and Invoice CSC-INV-2026-001 already issued.
This route exists so the engagement bundle is structurally symmetric with /engagement/sow-ydt — one SoW page per provider — and so the Phase 2 CFO schedule below has a clean home. Re-papering Phase 1 would create paperwork without commercial change.
Phase 1 status snapshot
| Status | Countersigned Phase 1 is fully executed. |
|---|---|
| Provider signature | Carla Oliver — signed Invalid Date |
| Client signature | Matthew Punter — signed 23 May 2026 |
| First invoice | CSC-INV-2026-001 — issued 21 May 2026, due 1 June 2026 — $5,500 (incl. GST) |
| Total Phase 1 fees | $15,000 + GST · $16,500 incl. GST |
3 · Phase 2 schedule — Embedded Full-Time CFO (1 Sep 2026 – 30 Jun 2031)
From 1 September 2026 the engagement transitions seamlessly from Phase 1 PMO Director to embedded Full-Time CFO of Flip 360. Delivered at 40 hr/wk remote-flex — full-time capacity, time-zone-aligned to Sydney business hours, structured so Flip 360 has a sitting CFO across board, investor, audit, and operating-finance rhythms.
- Board & investor rhythm. Monthly board pack, quarterly investor update, annual AGM/strategy day, ad-hoc capital-raise readiness. Lead author of all Board-facing financial materials.
- Financial model & trajectory custody. Owns the canonical trajectory in /investors — revenue / member / EBITDA / cash plans for FY27-FY31. Re-forecasts quarterly. Triggers framework §6 true-up if historical financials are restated.
- Capital structure & raises. Leads Series A / Series B preparation, data-room curation, investor diligence response, term-sheet negotiation support, completion mechanics. Aligned to the FY28/FY29 raise gates in the canonical trajectory.
- Operating finance. Statutory accounts, audit-ready close, tax compliance, treasury, payroll oversight, vendor financial controls, working-capital management, FX (if relevant), banking relationships.
- Commission engine financial integrity. Reconciles the Flip 360 commission ledger monthly; signs off on commission accrual treatment, journey accounting, GST treatment, and recognised revenue. Reports breaks to the Board.
- Unit economics & pricing. Owns LTV/CAC tracking, member-cohort economics, pricing architecture, gross-margin trajectory, and the AI-blended cost trajectory per the investor model.
- Risk, governance, compliance. Risk register, compliance calendar, insurance, regulatory posture, related-party disclosures, board-resolutions custody.
- Phase 2 Schedule co-authorship. Co-authors (with YDT and Client) the locked Phase 2 Schedule (signed by 31 August 2026, optional 30-day good-faith bridge per Framework §10) defining KPI achievement rules, bonus pool computation methodology, and FY27 milestones.
4 · Phase 2 commercial terms
| Base retainer | $5,000 + GST per month (fixed) — continues unchanged from Phase 1, MONTHLY_IN_ADVANCE |
|---|---|
| Annual base | $60,000 + GST per FY · operational continuity floor (covers ongoing CFO operating rhythm) |
| 5-year base total | $300,000 + GST (FY27 + FY28 + FY29 + FY30 + FY31) |
| Performance bonus pool | Year-varying — derived from the canonical trajectory at /investors. See Framework §5.2 for the full 5-year derivation worksheet. |
| Bonus pool formula | 50 bps of audited net revenue + 500 bps of audited NPBT (subject to floors of $10,000 in FY27 and $60,000 in FY28, then formula-driven). See Framework §5.2. |
| Lifetime bonus cap | $1,250,000 + GST — HARD ceiling · no over-cap upside |
| 5-year all-in maximum | $1,550,000 + GST = $300k base + $1.25M bonus cap |
| Equity | Zero. No equity, no options, no SARs, no phantom equity. Cash-only consideration. |
| Acceleration mechanic | Reading A: Early KPI achievement pulls the corresponding bonus tranche forward in time. The cap stays at $1.25M. The reward for over-performance is cash sooner, not more cash. |
5 · Phase 2 KPI architecture
Bonus pool earn-out is gated on Board-approved KPI achievement against the canonical trajectory. KPI category for this provider is Financial performance.
| FY | Primary KPI | Weight | Secondary lock |
|---|---|---|---|
| FY27 | Revenue vs Budget | 60% | Capital raise milestones (data room ready by H1; Series A close by H2) |
| FY28 | Revenue vs Budget | 60% | NPBT vs Budget · audit-clean delivery |
| FY29 | Revenue vs Budget | 50% | NPBT vs Budget (50%) · investor reporting integrity |
| FY30 | NPBT vs Budget | 60% | Revenue vs Budget (40%) · exit-readiness diligence preparation |
| FY31 | NPBT vs Budget | 60% | Revenue vs Budget (40%) · exit / liquidity event support |
KPI weights and definitions are locked into the Phase 2 Schedule by 31 August 2026 per Framework §5.1. KPIs cannot be retrospectively altered after a fiscal year has commenced. Restated historical financials (e.g. post-audit adjustments) trigger a corresponding bonus-achievement true-up per Framework §6 — symmetric in both directions (over-payment is clawed back; under-payment is topped up).
6 · Fees & payment terms (Phase 2)
| Base retainer | $5,000 + GST per month (fixed) |
|---|---|
| Cadence | Payable monthly in advance, due 1st of each month |
| Bonus pool payment | Annual, paid within 30 days of Board approval of audited financials for the relevant FY, accompanied by a Provider invoice |
| Payment method | Direct credit to CoSai bank account (details on each invoice) |
| Late payment | If a monthly invoice is not paid within 14 days of due date, the engagement is paused until paid; if not paid within 30 days, this SoW may be terminated by CoSai on notice (mirroring Framework §10 and the YDT SoW). |
| Termination economics | Option (c) — pro-rated termination: on termination by either party, bonus accrued to the termination date (pro-rated against achieved KPIs) is paid out within 60 days; no further bonus accrues. Base retainer ceases on the termination effective date. |
7 · Intellectual property
100% of intellectual property produced under this engagement is assigned to Flip 360 / Mathew Punter on full payment of the corresponding fees.
This includes: the financial model, investor pack, board pack templates, financial-control frameworks, commission-ledger reconciliation methodology, capital-raise materials, unit-economics workings, and any derivative work product. CoSai retains no residual rights, no usage licence, and no commercial interest in Flip 360. CoSai may reference the engagement (anonymously or by name with Client consent) for credentialing purposes only. This clause mirrors the equivalent YDT SoW IP clause and the Master Framework §7.4.
8 · Standard terms & conditions
- Independent contractor. CoSai engages with Flip 360 as an independent contractor. Nothing in this SoW creates an employment, partnership, joint venture or agency relationship.
- Confidentiality. Each party will keep the other's confidential information confidential and use it only for the purpose of this engagement. Obligation survives termination for 5 years.
- Data & privacy. Each party will comply with the Australian Privacy Act 1988 in handling personal information arising from the engagement. Flip 360 is the data controller; CoSai is a data processor.
- Warranties. CoSai warrants the services will be performed with reasonable care and skill consistent with professional fractional-CFO practice and any applicable professional standards (CA / CPA / equivalent).
- Limitation of liability. Each party's aggregate liability under this SoW is limited to the total fees paid or payable in the relevant Phase, except for: (a) breach of confidentiality; (b) IP assignment breach; (c) fraud or wilful misconduct.
- Insurance. CoSai will maintain Professional Indemnity insurance at a level appropriate to the nature of services delivered, for the duration of the engagement.
- Termination for convenience. Either party may terminate this SoW on 30 days' written notice during Phase 2 (14 days' during Phase 1). On termination, Flip 360 will pay for services performed up to the termination date plus any pro-rated bonus accrued per §6; CoSai will deliver all work product to Flip 360.
- Termination for cause. Either party may terminate immediately on written notice if the other materially breaches and fails to remedy within 7 days of notice, or becomes insolvent.
- Conflict of interest. CoSai discloses no current conflict. CoSai will not act for a direct competitor of Flip 360 during the engagement and for 12 months after (extended period reflects the depth of financial-data access).
- Force majeure. Neither party is liable for delay or failure caused by events outside reasonable control (natural disaster, pandemic, government action).
- Dispute resolution. The parties will negotiate in good faith for 30 days before referring any dispute to mediation under Resolution Institute rules. Litigation is a last resort.
- Governing law. This SoW is governed by the laws of New South Wales, Australia.
- Phase transition. Phase 1 (1 Jun – 31 Aug 2026) is governed by the existing /engage instrument. Phase 2 (1 Sep 2026 – 30 Jun 2031) commercial terms are governed by the Master Engagement Framework at /engagement/framework and the Phase 2 Schedule (to be co-authored and signed by 31 August 2026, with optional 30-day good-faith bridge per Framework §10).
- Entire agreement. Together with /engage (Phase 1) and the Phase 2 Schedule (Phase 2 commencement), this SoW is the entire agreement between the parties and supersedes prior representations.
- Amendment. Any amendment must be in writing and signed by both parties.
- Counterparts & electronic signature. This SoW may be signed electronically (including via the on-page signature pad on /engage for Phase 1 and on the Phase 2 Schedule for Phase 2), and in counterparts, each of which is deemed an original.
9 · Signatures
This SoW is not a separate signable instrument. Phase 1 signs via /engage (already signed by Carla 21 May 2026, countersigned by Mathew 23 May 2026). Phase 2 signs via the Phase 2 Schedule — the single parchment on which both providers commit to the locked KPI framework — to be co-authored and signed by 31 August 2026 (per Framework §10).
Phase 1 CoSai engagement is fully executed.
Phase 2 transition is contingent on the Phase 2 Schedule being co-authored and signed by 31 August 2026.