How CoSai and YDT work together
through the Flip 360 lifecycle.
A wrapper document that introduces both providers, defines the two-phase commercial structure, and points to the two underlying Statements of Work. Read this first. The SoWs are the legal commitments; this Framework is how they fit together.
0 · A short primer · how to read this document
Mathew — before we get into the commercial structure, indulge me five paragraphs of plain English. The language I use through the rest of this document — Steering Committee, PMO, Workstream Lead, G4 cutover, build-out, BAU — is the operating vocabulary I have spent twenty-plus years inside Big-4 engagements making fluent. I want you fluent in it too, because this document is a project plan you will live inside for the next thirteen weeks, and then a business you will run for five years after that. Five short sections. Read them once. Everything afterwards reads cleanly.
0.1 What a Steering Committee is
The Steering Committee is the small fortnightly forum where the Client (you, Mathew), the two Providers (me and Corrina), and any standing observers sit together for sixty to ninety minutes and decide: is the project on track, what needs to move, and what does the Client need to sign off in the next two weeks for the project to keep advancing.
In Phase 1 we run six Steerco meetings across thirteen weeks — a tight fortnightly cadence chosen because Phase 1 is a short, milestone-heavy build. Each Steerco gets a paper. The paper has three jobs: (i) a snapshot of where every workstream stands against its plan, (ii) a decision queue of items needing your signature this fortnight, and (iii) a forward look at what is moving in the next two weeks. The Phase 1 Steerco cadence and the executive summary I will be tabling each fortnight is already mapped — you can read every paper today at /engagement/pmo.
What Phase 1 Steerco is specifically for: locking the build-out content for the four workstreams that are not yet Implemented (WS3 Founder Capability, WS4 Legal, WS6 BDM-Vertical 1) plus the operating cadences of the three that already are (WS1, WS2, WS7). Six meetings, every one of which moves at least one workstream further right along the maturity ladder. By Steerco #6, every workstream is at Implemented, and Phase 1 closes by signing the Phase 2 Schedule on the same parchment.
0.2 What a PMO is (and what mine does for you)
A Project Management Office is the small unit that keeps the engagement honest — it owns the plan, the risk register, the decision log, the Steerco papers, and the discipline that holds it all together week-on-week. I am the PMO for Phase 1. One named accountable seat — me.
Inside a Top-4 firm the PMO is usually three to five people. Here, with seven workstreams and a 13-week clock, the PMO is one person — me — operating with the disciplined cadence I have spent twenty years internalising. That works because three of the seven workstreams are already Implemented at engagement start (the platform exists, the marketing surfaces exist, the investor pack exists), one is Built and waiting on a BDM hire, and one is Absorbed by architecture into another workstream. That leaves two workstreams (WS3 founder coaching, WS4 legal) needing the genuine build-out energy in Phase 1, plus the BDM-recruitment cycle on WS6. The PMO is right-sized to that workload.
The PMO surface is at /engagement/pmo — always-on, browser-readable, updated weekly. You can open it any morning of any day in the next thirteen weeks and see exactly where every workstream is, which RAID items are open, and which decisions are sitting in your queue. There is no monthly slide deck — the slide deck is a webpage, and it is always current.
0.3 What a Workstream Lead does
A Workstream Lead owns one of the seven workstreams. They are the named seat for that line of work — accountable for the deliverable, accountable for the KPIs, accountable for the Steerco-paper input on that workstream every fortnight.
Corrina, you have run programmes inside large agencies before — this is the same seat you already know. WS1 Marketing & Digital Acquisition is yours: positioning, marketing-mix discipline, the eight Door-3 surfaces, the 12-month delivery calendar, the FY27-FY31 acquisition trajectory. You are not a contractor inside someone else’s plan — you are the named accountable owner of an entire workstream that the rest of the engagement reads from. In Steerco you table WS1; in the PMO board you supply the weekly WS1 status; in Phase 2 you operate WS1 as the marketing engine of the business. One named seat, end-to-end.
The other six workstream leads are mapped in §3. WS2 (Commission Engine), WS3 (Founder Capability coaching), WS4 (Legal), WS6 (Vertical Partnerships & BDM), and WS7 (Investor Relations) all sit under CoSai delivery. WS5 (Platform Engineering) is Absorbed by design into WS2.
0.4 Phase 1 → Phase 2 · how a project becomes a business
Phase 1 is a project. Phase 2 is a business. The transition between them is called G4 Production Readiness — the cutover gate at which every workstream that has been building during Phase 1 begins operating as business-as-usual.
In Phase 1 we operate inside a 13-week clock with fortnightly Steercos, a PMO holding the plan, fixed fees, no performance economics, and a maturity ladder I am moving every workstream along week by week. At the end of August 2026, if everything has cleared G4, we do not start over — the project becomes the business. The same people, the same workstreams, the same KPIs, now operating under a 5-year performance-bonus structure with the cap table still pristine and zero equity issued.
This is the structural reason for keeping the same operators across the two phases — it is not sentimentality, it is compounding continuity. No handover. No learning curve. No lost context. The full version of this argument lives in §9.1.
0.5 How to read the rest of this document
From §1 onwards I switch out of first-person voice and into the institutional voice — the voice of the document. That is deliberate. The primer above is mine; the framework below is yours, Corrina’s, and mine, jointly.
| Section | What it covers | Read first if you want… |
|---|---|---|
| §1 | Purpose & parties — the three legal entities and their roles | The legal frame |
| §2 | The two-phase model — Phase 1 fixed-fee DBI & Phase 2 growth | The commercial frame |
| §3 | Workstream architecture — the 7 workstreams, with full maturity drilldown | The operational frame |
| §4 | Commercial structure — the master table that does the heavy lifting | The numbers |
| §5 | Performance economics — Phase 2 bonus-pool derivation, per provider, per year | How the bonus is computed |
| §6 | Governance & reporting — the Steerco / PMO operating cadence | How we operate |
| §7 | Termination & walk-away mechanics — including IP ownership regime | The exit ramps |
| §8 | Document hierarchy — this Framework vs the two SoWs vs /engage | Precedence between documents |
| §9 | Strategic argument — why founding-team continuity matters | The case for keeping us on |
| §10 | Next steps & signature path — what happens between now and 31 August 2026 | What you need to do |
For weekly status reading rather than the framework document: go to /engagement/pmo (live status board), /engagement/pmo/steerco/{1..6} (Steerco papers), or /engagement/pmo/workstream/WS{1..7} (per-workstream drill-down).
1 · Purpose & parties
This Framework sets out the commercial and operating arrangement between three parties for the design, build, implementation, and growth-phase delivery of the Flip 360 commission platform and its supporting business operations.
| Party | Legal entity | Role |
|---|---|---|
| Client | Flip 360 | Founded by Mathew Punter · Product Owner · ultimate strategic authority |
| Provider 1 | CoSai CFO Services Pty Ltd | Principal: Carla Oliver · Phase 1: PMO Director · Phase 2: Embedded full-time CFO of Flip 360 (40 hr/wk remote-flex delivery) |
| Provider 2 | Your Digital Team (YDT) | Principal: Corrina McGowan · Phase 1 & 2: Workstream 1 Lead — Marketing & Digital Acquisition |
The two Providers are independent of each other. Each has its own Statement of Work with the Client, its own scope, its own KPIs, and its own performance economics. Operational collaboration between the two Providers occurs through normal workstream interfaces and the PMO governance cadence.
2 · The two-phase model
2.1 Phase 1 · Design-Build-Implement (DBI)
| Window | 1 June 2026 → 31 August 2026 (3 months) |
|---|---|
| Fee per provider | $5,000 + GST per month · fixed retainer · payable monthly in advance |
| Total per provider | $15,000 + GST over the 3-month engagement |
| Total to Client | $30,000 + GST across both providers combined |
| Performance economics | None. Phase 1 is pure fixed-fee retainer. No bonus, no equity, no upside. |
| Phase 1 → Phase 2 decision | By 31 August 2026. Either party may walk at the end of August 2026 with no penalty, no further obligation, and no claim either side. If both parties continue, the Phase 2 Schedule is signed by that date. |
2.2 Phase 2 · Growth (optional)
| Window | 1 September 2026 → 30 June 2031 (up to 5 years, AFY-aligned) |
|---|---|
| Fiscal year basis | Australian Financial Year (1 July → 30 June) |
| Base fee per provider | $5,000 + GST per month continues · payable monthly in advance · irrespective of performance |
| Annual base cost per provider | $60,000 + GST per FY · fixed |
| Annual performance pool | Year-varying — derived from Investor Pack trajectory. CoSai: FY27 $10k · FY28 $60k · FY29 $198.0k · FY30 $390k · FY31 $592k YDT: FY27 $10k · FY28 $60k · FY29 $131.6k · FY30 $279k · FY31 $769.4k See §5.2 / §5.3 for full derivation worksheets. |
| 5-year at-target total | $1,550,000 + GST per provider · = $300k base + $1.25M bonus cap · equivalent to mid-market AU professional salary averaged across the 5-year window |
| Lifetime bonus cap per provider | $1,250,000 + GST · HARD ceiling · no over-cap upside |
| Lifetime base · 5 yrs per provider | $300,000 + GST ($60k × 5 years) |
| All-in 5-yr max per provider | $1,550,000 + GST |
| All-in 5-yr max · both providers | $3,100,000 + GST · Client's absolute maximum exposure to this scheme |
| Equity issued to providers | $0 — zero. None. Ever. Pure cash structure. |
| Acceleration mechanic | Reading A: If KPIs are achieved earlier than projected, the corresponding bonus tranche is paid earlier. Cap stays at $1.25M. The reward for over-performance is cash sooner, not more cash. |
| Exit-readiness milestone (FY31) | FY31 ARR of $42M (= 175,000 members × $240 ARPU) · trajectory sourced from Investor Pack |
| Market context | Operating in a $2.33B TAM (Australia's referral economy) with $1.40B SAM. FY31 ARR of $42M = ~3% of SAM penetration. Numbers derived from Investor Pack §5 Market Sizing (bottom-up Q×F×P, 18 verticals, 831,565 licensed practitioners). |
Bonus pools derive from Board-approved KPI achievement against the canonical Investor Pack trajectory — Providers earn out of the same revenue and profit pool the bonus is measured against. The $1.25M per-Provider lifetime ceiling places a hard upper bound on Client exposure that is unusual in performance-pay arrangements and materially attractive to future Series A/B investors reading the cap table. Zero equity issued means the cap table stays pristine — no advisor shares, no consultant options, no shares-for-services to negotiate around at the next raise.
3 · Workstream architecture
The Flip 360 operating model is organised into seven workstreams per Volume 4 Chapter 12 of the canonical operating documentation. Each workstream has a named Lead, a delivery Provider, and a position on a four-state maturity ladder — Pending scope → Scoped → Built → Implemented — that tells you, in one glance, where the workstream is in its lifecycle.
Three workstreams enter Phase 1 already Implemented (operating). One is Built (delivered, awaiting BDM seat). Two are Scoped (defined, content to be drafted in Phase 1). One is Absorbed (off-ladder by architectural choice — WS5 delivered inside WS2). Phase 1’s job is to move every on-ladder workstream to Implemented by G4 cutover at week 13.
3.1 Workstream register · with maturity heat-strip
| WS | Title & Lead | Provider | Maturity · today | KPI category |
|---|---|---|---|---|
| WS1 |
Marketing & Digital Acquisition Corrina McGowan |
YDT | Pending Scoped Built Live |
Marketing performance |
| WS2 |
Commission Engine Carla Oliver |
CoSai | Pending Scoped Built Live |
Financial performance |
| WS3 |
Founder Capability Mathew Punter (coachee) · Carla Oliver (coach) |
CoSai | Pending Scoped Built Live |
Founder readiness (qualitative · Steering-assessed) |
| WS4 |
Legal & Corporate Structure TBA · fractional counsel |
CoSai | Pending Scoped Built Live |
Legal-event delivery (binary · audit-clean) |
| WS5 |
Platform Engineering & Data AI-augmented workforce |
CoSai | Absorbed by design | N/A (rolled into WS2 financial KPI) |
| WS6 |
Vertical Partnerships & BDM TBA · senior BDM |
CoSai | Pending Scoped Built Live |
Vertical-launch milestones · partnership economics |
| WS7 |
Investor Relations & Capital Strategy Carla Oliver (CFO hat — separable from CoSai retainer hat) |
CoSai | Pending Scoped Built Live |
Capital raise milestones · IR cadence · cap-table integrity |
Click any WS code to open the per-workstream drill-down with full transition history, milestones, interfaces, and physical artefacts.
3.2 Workstream drilldown · PMO commentary & physical evidence
One block per workstream. Each carries: the maturity strip (colour-coded by current state), the PMO's read on the workstream this period, Phase 1 + Phase 2 deliverables, and pills linking to every physical artefact in the repo today as evidence the workstream is at the maturity claimed.
Corrina, you have run programmes inside large agencies before — this is the same seat you already know. WS1 Marketing & Digital Acquisition is yours: positioning, marketing-mix discipline, the eight Door-3 surfaces, the 12-month delivery calendar, the FY27–FY31 acquisition trajectory. You are not a contractor inside someone else's plan — you are the named accountable owner of an entire workstream that the rest of the engagement reads from. In Steerco you table WS1; in the PMO board you supply the weekly WS1 status; in Phase 2 you operate WS1 as the marketing engine of the business. One named seat, end-to-end.
WS1 enters Phase 1 fully Implemented — Corrina inherits a live operating surface, not a sketch. Eight Door-3 routes already shipped, marketing-mix discipline already published, 12-month delivery calendar already live. Phase 1 work for WS1 is operational: run the surfaces, capture baseline KPIs against the IM trajectory, and lock the FY27 marketing plan for Phase 2 Schedule signature. The continuity argument here is concrete — there is no handover meeting for WS1, because Corrina is the same operator who has been holding the discipline through Phase 0.
Operate the eight Door-3 surfaces from 1 June. Capture FY27 baseline KPIs. Lock the FY27 marketing plan against the Investor Pack trajectory in time for Phase 2 Schedule signature by 31 Aug 2026.
Continuous operation against the KPI ladder: 1,000 (FY27) → 8,000 (FY28) → 30,000 (FY29) → 75,000 (FY30) → 175,000 (FY31) active members. Each FY KPI hit triggers a tranche of the YDT performance pool per the framework §5.3 derivation.
WS2 is the platform Mathew has been demanding to see for two years, and it exists. Fifty-plus live routes, six D1 migrations applied, the entire commission engine demonstrable end-to-end in five minutes at /demo. Phase 1 for WS2 is operational hardening, not construction — observability, idempotency, the six functional guarantees verified at each Steerco. The structural source of the 73% Year-1 burn saving lives inside this workstream (WS5 absorbed by AI-augmented workforce); the platform exists because the engineering work was done at AI cost, not human-team cost.
Operate the live platform from 1 June. Run the six functional guarantees discipline at each Steerco. Harden observability and idempotency. Ratify FY27 budget. Deliver Vertical-1 partner-onboarding rehearsal by week 12 to feed into WS6.
Continuous operation. Revenue grows from $240k (FY27) to $42M (FY31) per the Investor Pack trajectory. CoSai performance pool ladders against Revenue vs Budget (60%) + NPBT vs Budget (40%) per framework §5.2.
WS3 · Founder Capability
Scoped Lead: Mathew Punter (coachee) · Carla Oliver (coach) · Provider: CoSaiWS3 is the workstream that runs on Carla's coaching capacity — included inside her CoSai retainer, not a separate line item. At engagement signing it is Scoped: the cadence is defined (weekly Founder 1:1 in framework §6), the coach seat is filled, but the curriculum itself is not yet drafted. Phase 1 work is to draft the 12-dimension founder-readiness curriculum by Steerco #3, teach it through Steerco #5, and have a self-operating Mathew by the time WS3 transitions to Implemented at G4. This workstream advances by two state transitions during Phase 1 — the most movement of any workstream — because it starts furthest left.
Founder-readiness curriculum drafted (12 dimensions). First quarterly checkpoint demonstrates measurable founder advancement. By G4, Mathew operates board cadence independently and runs investor calls solo.
Ongoing weekly Founder 1:1 as standing forum. Quarterly capability review at QBR. Annual founder-readiness review at Board meeting.
WS4 has a strange shape — the legal instruments for the engagement itself are already Implemented (look at /engage, the sow-ydt T&Cs, framework §7 + §8), but the broader counsel scope (SaaS terms, employment contracts, capital-raise docs) is Scoped not Built. So the workstream is Scoped overall — the engagement architecture is legally solid, the operating business needs counsel formalisation. Phase 1 work is counsel engagement by Steerco #3, scope-locking by Steerco #4, and standard SaaS instruments drafted by week 9. The state transition Scoped→Built happens at week 9. Built→Implemented at G4 when counsel is operating as a fractional BAU resource.
Fractional counsel engaged by Steerco #3. Standard SaaS T&Cs, member terms, privacy register, employment contract templates drafted by week 9. Insurance bound. Capital-raise documentation framework ready for Series Seed close.
Counsel operates as embedded fractional BAU resource. Reviews vertical-partner MoUs as WS6 onboards each new vertical. Drafts and refines capital-raise documentation as WS7 progresses through Seed → A → B.
WS5 is the workstream that does not progress along the four-state ladder, because it is not a separable line of work. The original Vol 4 Ch 12 design had it as a parallel platform-engineering team. The economics did not support that — a separate engineering team modelled at $1.87M Year-1 burn. CoSai's AI-augmented delivery model collapses WS5 into WS2 and reduces that cost to $500k Year-1 (a 73% saving, documented at /investors/memorandum §7). The workstream remains named here for taxonomic completeness, but it is structurally Absorbed and is reported as such on every PMO surface.
No separate deliverable. All platform-engineering work delivered inside WS2.
No separate deliverable. Continues inside WS2.
WS6 is the cleanest example on the map of "Built but not yet Implemented" — every surface is shipped, the community-manager experience is fully working, the member side of the platform is operating end-to-end, but no actual Vertical-1 partner has been onboarded yet. The infrastructure is waiting for the BDM seat to be filled and the first partner MoU to be signed. Phase 1 advances this workstream by two state transitions: filling the BDM seat (Steerco #1-2), signing Vertical-1 MoU (Steerco #3-4), running Vertical-1 onboarding (week 9-12), and transitioning to Implemented at G4 once the first 100 referrals are flowing through the chain.
BDM engaged by Steerco #3. Vertical-1 partner MoU signed by Steerco #4. Onboarding playbook locked. Vertical-1 live with first 100 referrals through the chain by G4 cutover.
BDM expands vertical-by-vertical per Investor Pack trajectory · Vertical-2 onboarded FY28 · all 18 verticals operating by FY31 · partnership economics drive the YDT acquisition KPI and the WS2 revenue KPI in parallel.
WS7 · Investor Relations & Capital Strategy
Implemented Lead: Carla Oliver (CFO hat — separable from CoSai retainer hat) · Provider: CoSaiWS7 is the workstream that distinguishes Carla's CFO hat from Carla's capital-strategy hat. CFO operations = running the books, controls, audit, internal financial governance. Capital strategy = raising money, IR cadence, cap-table management, exit narrative. Both hats sit on the same person but the work is distinguishable — and the workstream taxonomy treats it that way. At engagement signing WS7 is Implemented — the entire pack is live and being read by candidate investors. Phase 1 work is maintenance through the Aug 2026 raise window (Series Seed close target). Phase 2 work is active raise execution: Series Seed → Series A → Series B → valuation re-rate → exit-readiness valuation in the $250M-$420M band by FY31 per the Investor Pack exit thesis.
Maintain the pack through the Aug 2026 raise window. Close Series Seed ($500k SAFE) per the FY27 KPI mix. Investor read-only KPI dashboard live in production. Data room walkable in <20 minutes.
Active raise execution. Series Seed close FY27 → Series A FY28 → Series B readiness FY29 → valuation re-rate FY30 → exit-readiness valuation ≥ $250M by FY31. The CoSai performance pool ladders heavily against these milestones per framework §5.2.
WS5 Platform Engineering as originally scoped in Vol 4 Ch 12 is delivered inside WS2 by CoSai's AI-augmented workforce — no separate platform-engineering hire required. This is the structural cost saving that takes the modelled Year-1 burn from $1.87M (human-only) to $500k (AI-blended) — a ~73% saving, with workings at /investors/memorandum §7.
The investor-readiness pack is already live at /investors, /investors/memorandum (14-section institutional memorandum), and /investors/financial-model (interactive 5-year P&L). Phase 1 WS7 deliverable is to maintain this pack through the Aug 2026 raise window. Phase 2 WS7 deliverable is active raise execution — Series Seed close, Series A/B execution, ongoing IR cadence, cap-table maintenance.
4 · Commercial structure (master table)
This is the table that does the heavy lifting. Every commercial number across the Framework and the two SoWs ladders to one of these cells:
| Component | YDT (Corrina) | CoSai (Carla) | Total to Client |
|---|---|---|---|
| Phase 1 monthly fee | $5,000 + GST | $5,000 + GST | $10,000 + GST/mo |
| Phase 1 total (3 months) | $15,000 + GST | $15,000 + GST | $30,000 + GST |
| Phase 1 performance share | None | None | — |
| Phase 2 base · monthly | $5,000 + GST continues | $5,000 + GST continues | $10,000 + GST/mo |
| Phase 2 base · annual | $60,000 + GST | $60,000 + GST | $120,000 + GST/FY |
| Phase 2 performance pool · annual at target | $190,000 + GST | $190,000 + GST | $380,000 + GST/FY at target |
| Phase 2 at-target total · annual | $250,000 + GST | $250,000 + GST | $500,000 + GST/FY |
| Lifetime bonus cap (5 yrs) | $1,250,000 + GST | $1,250,000 + GST | $2,500,000 + GST |
| Lifetime base (5 yrs) | $300,000 + GST | $300,000 + GST | $600,000 + GST |
| All-in 5-yr maximum | $1,550,000 + GST | $1,550,000 + GST | $3,100,000 + GST |
| Equity issued | $0 | $0 | $0 |
5 · Performance economics (Phase 2 only)
5.1 Bespoke KPIs per provider
Each Provider is accountable to KPIs aligned to its remit. KPI achievement is measured against the Board-approved Annual Budget, locked at the start of each FY and not revisable mid-year. KPI targets are sourced from the canonical Investor Pack trajectory at /investors/financial-model — Board approval ratifies (not authors) the targets, and any subsequent restatement of historical financials triggers a corresponding true-up of bonus achievement against the restated figures.
| Provider | KPI category | KPI examples (illustrative — actual KPIs set in FY27 Budget) |
|---|---|---|
| CoSai (Carla) | Financial performance | Revenue vs Budget (60%) · NPBT vs Budget (40%) · capital raise milestones · audit-clean delivery |
| YDT (Corrina) | Marketing performance | Member acquisition · CAC · LTV/CAC · retention rate · brand category-leadership metrics |
The bonus pools below are computed at render time from
ASSUMPTIONS.trajectory in the Investor Pack,
not negotiated separately. Every cell traces back to a line in the Investor Memorandum.
If the trajectory in /investors changes, this page recomputes on next deploy.
There is only one financial model for Flip 360 — and this engagement framework is downstream of it.
5.2 5-year bonus-pool derivation · CoSai
Formula: pool[FY] = (Revenue × 0.50%) + (max(0, EBITDA) × 5.0%)
Floors: $10k (FY27 — build year) · $60k (FY28 — break-even) ·
Cap-shape: FY30 takes 40% of remaining cap room · FY31 takes the residual to clear to $1.25M lifetime ceiling.
| FY | Trajectory inputs (from Investor Pack) | Formula | Pool at target | Cumulative | ||
|---|---|---|---|---|---|---|
| Revenue | EBITDA | Rev × 0.50% | EBITDA × 5.0% | |||
| FY27 1 Sep 2026 → 30 Jun 2027 |
$240k | ($260k) | $1.2k | $0 | $10k | $10k |
| Stub year (10/12ths) — build phase, floor applied · KPI mix: Series Seed close ($500k SAFE) + FY27 revenue ≥ Budget + audit-clean operations | ||||||
| FY28 1 Jul 2027 → 30 Jun 2028 |
$1.92M | $220k | $9.6k | $11k | $60k | $70k |
| Floor applied — raw formula < minimum · KPI mix: Revenue vs Budget (60%) + NPBT vs Budget (40%) + Series A close milestone | ||||||
| FY29 1 Jul 2028 → 30 Jun 2029 |
$7.20M | $3.24M | $36k | $162k | $198.0k | $268k |
| FY30 1 Jul 2029 → 30 Jun 2030 |
$18M | $10.80M | $90k | $540k | $390k | $658k |
| Cap-shaped — 40% of remaining cap room · KPI mix: Revenue vs Budget (60%) + NPBT vs Budget (40%) + valuation re-rate event | ||||||
| FY31 1 Jul 2030 → 30 Jun 2031 |
$42M | $28.56M | $210k | $1.43M | $592k | $1.25M |
| Cap clamp — clears to $1.25M lifetime ceiling · KPI mix: Revenue ≥ $42M target + NPBT ≥ target + exit-readiness valuation ≥ $250M achieved | ||||||
| 5-YEAR TOTAL (= lifetime cap) | $1.25M | |||||
5.3 5-year bonus-pool derivation · YDT
Formula: pool[FY] = (new members × $5) + (Revenue × 0.30%)
Floors: $10k (FY27 — build year) · $60k (FY28) ·
Cap-shape: Identical mechanic to CoSai — FY30 takes 40% of remaining cap room · FY31 clears to $1.25M ceiling.
| FY | Trajectory inputs (from Investor Pack) | Formula | Pool at target | Cumulative | ||
|---|---|---|---|---|---|---|
| New members | Revenue | × $5/member | Rev × 0.30% | |||
| FY27 1 Sep 2026 → 30 Jun 2027 |
+1,000 | $240k | $5k | $720 | $10k | $10k |
| Stub year (10/12ths) — build phase, floor applied · KPI mix: Member acquisition target (≥ 1,000) + CAC ≤ $120 + brand awareness baseline | ||||||
| FY28 1 Jul 2027 → 30 Jun 2028 |
+7,000 | $1.92M | $35k | $5.8k | $60k | $70k |
| Floor applied — raw formula < minimum · KPI mix: Active members ≥ 8,000 + LTV/CAC ≥ 3× + content pipeline KPIs | ||||||
| FY29 1 Jul 2028 → 30 Jun 2029 |
+22,000 | $7.20M | $110k | $21.6k | $131.6k | $201.6k |
| FY30 1 Jul 2029 → 30 Jun 2030 |
+45,000 | $18M | $225k | $54k | $279k | $480.6k |
| FY31 1 Jul 2030 → 30 Jun 2031 |
+100,000 | $42M | $500k | $126k | $769.4k | $1.25M |
| Cap year — balance of cap unlocks at FY31 milestone · KPI mix: Active members ≥ 175,000 + brand category-leadership + market share | ||||||
| 5-YEAR TOTAL (= lifetime cap) | $1.25M | |||||
Both curves phase low → high because the Investor Pack's revenue + member trajectory is itself an S-curve. FY27 = build year (small pool — floor applied). FY28 = break-even (formula still small — floor applied). FY29-FY31 = compounding revenue and NPBT drive the bulk of the bonus pool. By FY31 both formulas would deliver more than the cap allows ($1.64M for CoSai, $626k for YDT) — the cap clamps them to $1.25M cumulative.
Across the 5-year window, CoSai earns ~2.9% of cumulative positive-EBITDA years (below the 3-10% NPBT-share norm for growth-stage CFOs). YDT earns ~$7.14 per new member acquired across the 5-year window (vs $120 CAC — i.e. ~6% of CAC, below the 10-15% marketing-incentive norm). Both curves are conservative by market standard.
The bonus pools above are the at-target shape derived from the IM trajectory. Actual KPI definitions, thresholds, and gating mechanics are set in the Phase 2 Schedule signed by 31 August 2026, anchored to the FY27 Budget Carla builds in the Phase 1 DBI. The acceleration mechanic (Reading A — cash sooner, not more cash) applies throughout: if a milestone hits earlier than projected, the corresponding bonus tranche is paid earlier, and the $1.25M lifetime ceiling holds.
6 · Governance & reporting
Reporting flow is unambiguous and locked: workstream performance → PMO Control System (Carla) → Mathew. Carla owns the measurement loop back to the Founder. Each Workstream Lead owns delivery of the workstream itself.
| Forum | Frequency | Attendees | Purpose |
|---|---|---|---|
| Founder 1:1 | Weekly | Mathew · Carla | PMO heartbeat · escalations · founder priorities |
| Sprint review | Fortnightly | All workstream leads · Mathew · Carla | Demo working software · creative · partnership progress · KPI rollup · RAID |
| Steering committee | Monthly | Mathew · Carla · Corrina · rotating WS lead | Strategic decisions · budget reallocation · risk escalations |
| Quarterly Business Review | Quarterly | All WS leads · Mathew · Carla · external advisor (TBA) | Phase-gate review · year-plan re-baseline · KPI scorecard |
| Annual Board meeting | Annual | Mathew · Board · Carla (as CFO, Phase 2) | FY Budget approval · prior-FY KPI sign-off · bonus crystallisation |
7 · Termination & walk-away mechanics
7.1 Phase 1 → Phase 2 decision point
Either party may walk at the end of Phase 1 (31 August 2026) with no penalty, no further obligation, and no claim either side. This is a clean break designed into the structure to give all parties structured optionality after the 3-month test drive. If both parties wish to continue, the Phase 2 Schedule is signed by 31 August 2026.
7.2 Phase 2 termination treatment
Once Phase 2 has commenced, termination at any point follows pro-rated earned-to-date treatment:
- Earned-to-date bonus crystallises at termination date, calculated as (months served in current FY ÷ 12) × (KPI run-rate to date). Crystallised earned bonus is paid within 30 days of termination.
- Future-FY bonuses are forfeit on termination, regardless of cause. Engagement ends; bonus accrual stops.
- Base retainer pro-rates to date of termination and is payable within 14 days.
- This treatment is identical regardless of who terminates — voluntary departure, without-cause termination by Client, or termination for cause all use the same pro-ration formula. This is the cleanest market-standard approach and protects both parties.
7.3 Notice period
Phase 2 is a 12-month rolling commitment, terminable by either party on 30 days' written notice. Notice may be served at any time. Lifetime bonus cap of $1.25M stays in force regardless of the termination date — but unearned future-FY bonuses are forfeit.
7.4 Ownership of work product
All work product produced under this engagement — including but not limited to the financial model, investor memorandum, marketing-mix work, customer data, derivative IP, source code, written deliverables, and analytical outputs — is owned by Flip 360 from the moment of payment for the work in which it is produced. This applies prospectively from the Phase 2 Schedule signature date forward; Phase 1 IP treatment is governed by the per-Provider Phase 1 SoWs (/engagement/sow-cosai and /engagement/sow-ydt), which carry the equivalent clause. Each Provider retains the right to reference the engagement in portfolio and credentials, with Flip 360's commercial-in-confidence material redacted on request.
8 · Document hierarchy & precedence
Four documents make up the engagement pack. In case of conflict, the order of precedence is:
| # | Document | Route | Role |
|---|---|---|---|
| 1 | SoW · YDT | /engagement/sow-ydt | Legally binding · YDT-Client commercial commitment |
| 2 | SoW · CoSai | /engagement/sow-cosai | Legally binding · CoSai-Client commercial commitment · Phase 1 references existing /engage |
| 3 | Existing CoSai DBI Agreement | /engage | Legally binding · canonical Phase 1 CoSai SoW · pre-signed by Carla 21 May 2026 · Invoice #001 CSC-INV-2026-001 already issued |
| 4 | Master Engagement Framework (this document) | /engagement/framework | Interpretive · wraps and contextualises the two SoWs · resolves ambiguity in favour of consistency with the underlying SoWs |
| 5 | Industry Benchmark Appendix | /engagement/benchmarks | Reference only · provides market context for the commercial structure · not legally binding |
9 · Strategic argument · why this structure works
9.1 No switching cost · no learning curve
Recruiting a full-time CFO from market typically costs 25-35% of first-year base in recruiter fees (~$80-140k) plus 3-6 months of ramp-up before the new CFO is operationally productive. Recruiting a fractional marketing lead is faster but still introduces months of context-rebuild. Continuing the founding team eliminates both costs. Carla and Corrina move from project delivery into operating roles without breaking stride.
9.2 Investor-attractive cap table
Future Series A/B investors read the cap table forensically. A clean table — no advisor equity, no consultant options, no historical shares-for-services — signals founder discipline and avoids the awkward "why is there equity to this person?" conversation. Provider bonuses paid as operating expenses out of the same revenue/profit pool the bonus is measured against are structurally subordinated to investor cash — particularly attractive for debt-or-equity hybrid deals where the incoming investor wants no equity surprises.
10 · Next steps & signature path
- Mathew reviews this Framework + both SoWs + the Benchmark Appendix. Discussion as required with Carla and/or Corrina.
- Mathew counter-signs the existing CoSai DBI Agreement at /engage (digital signature pad, already pre-signed by Carla). This activates Phase 1 CoSai engagement and Invoice #001 ($5,500 incl. GST due 1 June 2026).
- Mathew signs the new YDT SoW at /engagement/sow-ydt (digital signature pad, to be co-signed by Corrina). This is the only genuinely new commercial commitment — activates Phase 1 YDT engagement.
- Phase 1 commences 1 June 2026. Both providers operate per their respective SoWs through 31 August 2026.
- By 31 August 2026: Phase 2 Schedule (containing locked-in KPI definitions, thresholds, and any retainer adjustments) is drafted by Carla and Corrina during Phase 1 and presented to Mathew for signature. If signed by 31 August 2026, Phase 2 commences 1 September 2026.
- 30-day good-faith bridge (1–30 September 2026): If the Phase 2 Schedule is not signed by 31 August 2026, the engagement automatically continues at the Phase 1 flat retainer of $5,000+GST/month per Provider for up to 30 days while good-faith negotiation continues. The bridge is invocable once and at the Client's sole discretion. Either party may exit the bridge with 7 days' written notice. If the Phase 2 Schedule is not signed by 30 September 2026, the engagement concludes that date with no further obligation either side. This provision exists so that an active investor raise window or open commercial conversation is not forced to a cliff edge by an administrative deadline.