The simple version

You're lending your belief in Stackable before the rest of the world knows about it. In return for backing us early, when the risk is highest, you get a guaranteed better deal than the investors who come in later, once we've proven ourselves.

You're not buying shares today. Think of it like this: you're reserving a seat at a price that gets locked in now, before the restaurant gets popular and prices go up.

What actually happens to your money

Your money goes straight into building Stackable. It pays for the technology, the team, and getting our first schools signed up.

In return, you get a legal right to receive shares in the future. Not a promise. A legal right, written into this contract.

When do you get your shares?

One of two things triggers it.

A proper investment round

When a professional investor, an angel or a fund, comes in and agrees to buy shares at a set price, your SAFE automatically converts into shares. And here's the part that rewards you for backing us early: because you've already paid, your money buys more shares than the new investors get for the same amount. If the new investors pay $1.00 per share, your money converts as if you paid 80 cents, so you end up with 20% more shares than someone writing the same cheque at that round.

Stackable is sold or lists on a stock exchange

At that point you choose: take your money back, or convert into shares and ride the outcome with everyone else.

What's the $3 million valuation cap?

The $3 million cap is your insurance against Stackable growing too fast before the next round.

Here's a simple example. Imagine Stackable is worth $6 million by the time the next investors come in. Without a cap, your money would convert at that $6 million price, meaning you'd get fewer shares. But with the $3 million cap, your money converts as if the company is still only worth $3 million. That means you get twice as many shares. The faster we grow, the better the cap works in your favour.

What if Stackable fails?

I want to be straight with you about this, because I think it's the most important thing to understand.

This is a bet on an early-stage company. Most startups fail. If Stackable winds up before your SAFE has converted into shares, you get paid back before ordinary shareholders, but only after debts and creditors are settled first. Once your SAFE has converted, you're an ordinary shareholder like everyone else, sharing equally in whatever remains. In either case, if there's nothing left after the creditors are paid, you could lose every dollar you put in.

Only invest money you could genuinely afford to lose and never think about again. If losing this amount would affect your lifestyle, your retirement, or your sleep, please don't do it.

What you don't get until conversion

Until your SAFE converts into shares, you don't get a vote on company decisions and you don't receive dividends. You're a supporter, not yet a shareholder. That changes the moment conversion happens.

Three things I want you to do before signing

• One — read the actual agreement, not just this summary. This summary is plain English but the agreement is what's legally binding.
• Two — talk to a financial adviser or lawyer if you have one. I genuinely mean that. I'm not saying it to tick a box.
• Three — only invest if you believe in what we're building. The best investors in early-stage companies are people who want to see the thing succeed, not just people chasing a return.

The bottom line

You're backing a founder and an idea early. The contract is designed to make sure that if things go well, you're rewarded for that early belief. If things don't go well, you share in that outcome too.

I'm grateful for every person who backs Stackable at this stage. I take that trust seriously.

— Kieran Thorpe, Founder
Stackable Group Pty Ltd · kieran@stackable.app

This is a plain English summary only. It is not legal or financial advice and does not replace the SAFE agreement. Please read the full agreement and seek independent advice before investing.

What kind of company is this?

Stackable is a private company not listed on any stock exchange, so its shares cannot be traded publicly. It has a maximum of 50 shareholders at any given time. The company is raising funds through a legal exemption that allows it to accept investments from up to 20 retail investors within a 12-month period, totalling up to $2 million, without the need for a formal prospectus. You are investing under this exemption. Your financial liability is limited to your initial investment. For instance, if you invest $10,000 and the company fails, your maximum loss is $10,000. No one can claim your house, savings, or other assets. Your risk is limited to your invested capital.

What shares am I receiving?

You are granted ordinary shares that are identical to those owned by the founder. These shares give you three main rights:

• One vote per share at shareholder meetings
• A proportional claim on assets if the company dissolves
• The right to dividends if they are declared by the directors

Dividends are not the main focus since early-stage startups reinvest profits to support growth. Therefore, your return mainly depends on the increase in your share value over time rather than cash income.

The term "Seed Preference Shares" might be mentioned here; these are a kind of shares usually issued to venture capital firms like Blackbird during later funding rounds. Preference shares provide extra protections, including priority during wind-ups, anti-dilution rights, and other terms listed in Schedule 1. While these provisions are prepared for future financing stages, you do not possess preference shares.

What rights do I have as a shareholder?

You have the right to receive 21 days notice of any general meeting, to attend that meeting in person or online, and to vote. Most routine company decisions will be made by the directors without needing a shareholder vote; that is intentional. Startups need to move quickly. However, certain major decisions, such as selling the company's core business or a substantial portion of its assets, require shareholder approval.

If you cannot attend a meeting, you can appoint a proxy to vote on your behalf. Your proxy does not need to be a shareholder, and you can instruct them exactly how to vote.

Can I sell my shares?

Not freely available. Startup shares are illiquid, meaning there is no active market to sell them, unlike shares in a listed company. Transfers must be made in writing and require approval from the directors. The Shareholders Deed outlines the procedures for transfers, usually requiring you to offer your shares first to existing shareholders before selling to an outsider.

Invest in Stackable only if you are comfortable holding your shares for several years, as this involves long-term, illiquid capital.

If you pass away, your shares will transfer to your estate and be managed by your executor. Be sure to include your shareholding in your estate planning.

What rules govern the company?

Three documents govern Stackable, and when they conflict, a clear pecking order applies. The Seed Preference Share terms in Schedule 1 take precedence over everything else. The Shareholders' Deed sits in the middle and overrides the constitution. The constitution sits at the bottom. The company has written its own custom constitution rather than relying on the government's default rules, which is what any well-structured startup should do.

What happens if the company winds up?

If the company is wound up, all debts are paid first. Whatever remains is distributed to shareholders. The order in which shareholders are paid depends on their share class preference; shareholders are paid before ordinary shareholders. As an ordinary shareholder, you are paid after preference shareholders but in proportion to other ordinary shareholders.

What is this deed?

This deed is a legally binding agreement between Kieran Thorpe (the founder) and Stackable Group Pty Ltd. It says that the founder's 9,000,000 ordinary shares are not fully "his" from day one. Instead, they vest (become permanently his) over time, as long as he keeps working on Stackable.

This protects you as an investor. If the founder walked away early, he would not keep all of his shares.

Why does this exist?

Vesting is standard practice in startups. It ensures the founder earns his ownership stake by continuing to build the business. Without it, a founder could leave on day one and still own the majority of the company. That would be unfair to investors and to the business itself.

This deed exists because Stackable is pre-seed and does not yet have a full shareholders deed. Once a seed round is raised, this deed will be replaced by the vesting terms inside the shareholders deed.

How vesting works

All 9,000,000 shares start as unvested. They vest in two stages:

• Cliff — after 12 months of continuous service, 25% (2,250,000 shares) vest all at once. If the founder leaves before 12 months, none of these shares vest.
• Monthly vesting — after the cliff, the remaining 75% vest at a rate of 75,000 shares per month over the next 36 months.

The founder cannot sell, transfer, or use unvested shares as security without board approval. However, unvested shares still carry the same voting and dividend rights as vested shares while held.

What if the founder leaves?

If the founder stops working at Stackable for any reason, the company has the right to buy back all unvested shares for a total price of $1.00. The founder must complete the transfer within 5 business days of receiving notice.

Shares that have already vested are not affected by this clause. The founder keeps any shares that have fully vested.

What is a "Bad Leaver"?

The deed defines a Bad Leaver as a founder who:

• Resigns within 12 months of signing the deed
• Is dismissed for serious cause: fraud (confirmed by an independent expert), criminal conviction for an indictable offence, breach of a non-compete, or a material breach of their employment agreement that is not fixed within 30 days
• Leaves the company and then breaches a restraint covenant

If the founder becomes a Bad Leaver, the company can buy back not only the unvested shares, but also some or all of the vested shares at 50% of fair market value. The founder is also removed from the board and loses voting, dividend, and information rights on those shares until the buyback is complete.

How the buyback works

For vested shares bought back under the Bad Leaver clause, the price is 50% of fair market value.

Fair market value is set by the board. If the board cannot agree, an independent expert is appointed. If the founder disagrees with the board's valuation, the founder can also request an independent expert (at the founder's cost). The expert's decision is binding.

All buybacks must comply with the Corporations Act and cannot put the company in a position where it cannot pay its debts.

Restraints on the founder

The founder agrees not to:

• Work on, invest in, or be involved with any business that competes with Stackable
• Hire or try to recruit any Stackable employee, contractor, or consultant
• Help anyone else do either of those things

These restraints apply for up to 3 years after the founder stops holding shares, and cover every country where Stackable operates. The deed includes shorter fallback periods (2 years and 1 year) in case a court finds the longer period unreasonable.

The founder is allowed to hold up to 5% of shares in a listed competitor as a passive investment, and can of course continue working for Stackable itself.

What happens at the seed round

This deed is designed as a standalone agreement for the pre-seed stage. Once Stackable raises its seed round and executes a full shareholders deed, this deed will be superseded by the vesting terms in that shareholders deed.

The vesting schedule, Bad Leaver provisions, and restraints in the shareholders deed are substantially the same as what is in this deed. The shareholders deed simply brings everything into one document.

This is a plain English summary only. It is not legal or financial advice and does not replace the Founder Vesting Deed. Please read the full deed and seek independent advice.

Understanding Schedule 1

Three key documents govern this company, arranged in a clear hierarchy. Schedule 1 is at the top, followed by the Shareholders' Deed, and then the Constitution at the bottom. When conflicts arise, the higher document takes precedence.

Currently, Schedule 1 does not apply because there is no Venture Capital (VC) investor yet. The Shareholders' Deed and the Constitution are the governing documents at this stage.

Schedule 1 will take effect once the company completes its seed funding round. We are including it now so you're familiar with it when the time comes.

What is a VC, and why do they get special shares?

As a startup grows, it raises funding in multiple stages. You are investing at the very beginning. Later, the company will attract a venture capital firm, an expert investment organisation focused on supporting high-growth startups. In Australia, a typical initial VC investment ranges from $1 million to $3 million. Before committing, they negotiate specific conditions, which this section explains.

The shares given to a VC are called Seed Preference Shares. Think of them as front-row seats on the same aeroplane; you're both on the flight, but if issues arise, they get off first.

Voting

Preference shareholders vote during the same meetings as ordinary shareholders. Their voting power depends on the number of ordinary shares their preference shares would convert into. In practice, it functions the same as your voting.

Conversion

The VC determines when preference shares can be converted into ordinary shares at any time. They also automatically convert when holders of 75% or more of preference shares agree, usually just before an IPO or acquisition. After conversion, their shares are identical to yours.

Anti-dilution. The VC's insurance policy

If the company needs to raise funds at a lower price per share than what the VC initially paid, known as a down round, a formula automatically adjusts the VC's conversion ratio to give them more ordinary shares upon conversion. This safeguards their stake from being diluted by the lower valuation. While down rounds are unfavorable for all parties, this protection helps mitigate the impact for the VC.

Why don't I get this protection?

In short, if early investors held preference shares, it would make it very difficult to raise capital from a VC firm later. Attracting the right VC is one of the most important things this company can do. Firms like Blackbird, Airtree, and Square Peg do not just write cheques. They open doors, provide strategic guidance, and accelerate growth in ways that directly increase the value of your shares. Giving up preference shares at this stage is how we make that possible.

To protect your interests as an early investor, the founder's shares are subject to a vesting schedule. The founder must stay with the company for 12 months before any shares vest. This is called the cliff. After that, shares vest monthly over the following 3 years. When a new funding round closes, the clock resets and the founder starts again from scratch. This means the founder always has strong financial incentive to stay, build, and deliver at every stage of the company's growth.

VCs receive preference share protections because they are writing large cheques into a business they do not run day to day. You are investing earlier, at a lower price, alongside a founder who is financially committed for the long haul. That is your advantage.

Here is an example to put into context

You purchase shares at $0.10 each, so a $10,000 investment grants you 100,000 shares. This is likely the lowest price the company will ever have, reflecting the high risk you're taking. Two years later, Blackbird invests at $0.50 per share, five times your initial price. By then, the company has established customers, revenue, and proven its product, so this progress is factored into the valuation.

In ten years, if the company is acquired for $20 million, with 12 million shares outstanding, each share is worth about $1.67. Your 100,000 shares would be valued at approximately $167,000, yielding a 16-fold return on your original $10,000 investment, about 32% annually compounded.

For comparison, the Australian stock market has historically averaged a 10% annual return. This highlights the potential upside of investing early in startups. However, many startups fail, and you may lose everything. Only invest money you can afford to lose.

Who gets paid first at exit?

The VC always gets their money first. If the company's sale price is $2 million and they invested $500,000, they recover their initial investment before splitting any remaining profits. If the sale reaches $20 million, the VC converts to common shares and shares the proceeds proportionally with you, since this yields a larger return for them. This structure helps safeguard their investment in poor scenarios, while in successful ones, everyone benefits.

Can these rules be changed?

Once preference shares are issued, they cannot be changed without the VC's approval. At least 75% of preference shareholders must agree to any modifications to their rights. This is a common practice in startup investing globally. Knowing this beforehand helps avoid surprises later.

The Board

Who runs the company?

• Each founder appoints 1 board member
• One independent director

Removing an Independent Director

• Founders remove their own appointee by writing to the company
• A director must be removed if their founder no longer qualifies, becomes medically incapacitated, or is legally banned from managing a company
• The independent director can only be removed with agreement from both the founder-appointed board member and 75% of shareholders, with 14 days notice

Your Shares

Ordinary shares (this raise)

You receive ordinary shares, straightforward ownership in Stackable with no special conditions attached.

Preference shares

Reserved for future seed round investors. Not part of this raise.

Security Interests

You cannot pledge or encumber your Stackable shares without board approval. You can't use them as collateral for a personal loan, place them in a trust, or create any similar arrangement unilaterally. This protects all shareholders from one person quietly burdening their shares in ways that could harm others.

Annual Statements

Every year, all shareholders will receive:

• Annual accounts by 20 September, covering the financial year ending 30 June
• A clear summary of the company's asset position and financial health
• Audited accounts once an auditor is appointed

Founder Lock-Up

Founders cannot sell or transfer their shares for 4 years. They can't cash out and walk away while your money is at work. Their financial interests are locked in right alongside yours.

Founder Vesting

• Founders pass the cliff after 12 months (post-raise)
• The remaining 75% vest monthly over the following 3 years
• Full vesting takes 4 years total
• If a founder leaves early, unvested shares cannot be sold or transferred

If a founder leaves early, they leave behind a meaningful chunk of their equity. It keeps them committed to building the business for the long haul.

Vesting Reset

Vesting resets with each new raise. This means founders recommit to a fresh vesting schedule keeping them accountable to new investors too. However, founders may retain credit for work already done prior to the new round, so the reset is not always from zero. The exact terms are negotiated at the time of each raise.

Bad Leaver

If a founder acts badly or walks away early, the company can claw back their equity. Your investment is protected from a founder who takes the money and runs.

The company can buy back or forcibly transfer a Bad Leaver's vested shares, typically for a nominal amount. Unvested shares are handled separately and returned to the company for $1.00 total.

What makes someone a Bad Leaver?

• Voluntary resignation within the first 12 months. After 12 months, resignation is treated as Good Leaver

• Fraud, as determined by an independent expert
• Serious criminal conviction. Indictable offence heard in the County Court or higher
• Breaching a non-compete or non-solicitation agreement
• Material breach of their employment contract not fixed within 30 days (poor performance alone does not count)

How the Buyback Works

• The company has 10 business days to complete the buyback
• The departing founder's board appointee cannot vote on the decision
• Normal shareholder pre-emption rights don't apply. It can't be blocked or delayed
• The buyback must comply with the Corporations Act and cannot harm the company's ability to pay creditors

Restraints on Founders

While at Stackable and for a period after leaving, founders cannot:

• Start, join, or assist any competing business, whether directly or indirectly
• Poach staff, consultants, customers, or suppliers (including those connected to Stackable in the 12 months before leaving)
• Help anyone else do either of the above

Exceptions

• Continuing to work for Stackable
• Holding up to 5% of a publicly listed competitor as a passive investment
• Holding their own Stackable shares

A departing founder can't walk out the door and immediately set up a competing business or strip Stackable of its key people and clients.

Confidentiality

Investment terms, governance mechanics, and deed provisions are confidential. You can share with your own professional advisers but not publicly.

General operational information (revenue, salaries, culture, product strategy) is not automatically confidential unless the board specifically designates it. Founders and the team can talk openly about the business without anyone accidentally breaching the deed.

Tag Along Rights

If a founder or any shareholder receives an offer to sell 25% or more of total shares, you have the right to join the sale on the exact same terms and price.

• You must be notified of the buyer's name, number of shares, price, and terms
• You have at least 10 business days to decide
• If you opt in, the buyer must purchase your shares too. The seller cannot proceed otherwise

You can never be left behind if a founder sells a large stake. Same exit, same price.

Drag Along Rights

If 75% of shareholders agree to sell the whole company, remaining shareholders can be required to sell too, but always at the same price and on the same terms as everyone else. No one gets a worse deal.

What is this agreement?

This is the document that makes you a shareholder. It sets out how many Seed Preference Shares you are buying, the price per share, the total amount you are paying, and what happens on completion day.

By signing, you agree to become a member of the company and to be bound by its constitution. The company agrees to issue your shares, enter your name in the share register, and give you a share certificate.

This agreement works alongside two other documents: the Constitution (which sets out the company's rules) and the Shareholders Deed (which governs the relationship between shareholders). All three are signed at the same time.

How the subscription works

The key details are set out in a schedule attached to the agreement:

• Your name and address
• The number of Seed Preference Shares you are subscribing for
• The price per share (Subscription Price)
• The total amount you are paying (Subscription Moneys)

The agreement itself serves as your application for shares. You do not need to fill out a separate application form.

Completion day

On the completion date, all parties act simultaneously:

What you do

• Transfer your subscription money to the company's bank account
• Sign and deliver the Shareholders Deed

What the company does

• Provides board resolutions confirming the share issue
• Provides shareholder resolutions adopting the new Constitution and waiving pre-emptive rights
• Issues your Seed Preference Shares, fully paid and free of any security interests
• Enters your name in the share register
• Gives you a share certificate
• Delivers the Shareholders Deed signed by all other parties
• Delivers a copy of each founder's employment agreement
• Delivers a copy of each founder's IP assignment deed

If any party fails to meet their obligations, any party that is not in breach can choose to terminate the agreement. Everything is unwound: documents are returned, payments are refunded.

After completion, the company lodges notice with ASIC to register the share issue.

What the company promises

The company and founders warrant that a set of statements (called "Business Warranties") are true and correct at the date of signing and again at completion. These cover:

Shares and authority

• The company has the power to issue your shares, and they will be free of any encumbrances
• After completion, the capital structure matches what is shown in the agreement
• The company is validly incorporated and can carry on its business
• No insolvency events have occurred or are likely

Intellectual property

• The company owns or has valid licences for all IP used in the business
• No IP disputes or infringement claims are pending or threatened
• The company's products do not contain open source code that would force disclosure of proprietary code

Financial and legal

• The financial accounts are accurate, comply with accounting standards, and reflect the true position of the company
• All taxes have been paid and all returns lodged
• No litigation, investigations, or proceedings are current or threatened
• All material contracts are valid, and no party is in breach
• The company complies with all applicable laws, holds all necessary authorisations, and complies with anti-corruption laws

Employees and data

• All employee obligations (contracts, super, entitlements) have been met
• No contractors are misclassified as contractors when they should be employees
• The company complies with privacy laws and has not had any data breaches

If the company has disclosed something in its disclosure materials before signing, it is not liable for a breach of warranty based on that disclosed matter.

What the founders promise

Each founder individually promises:

• They are not restricted from entering into this agreement
• They have disclosed all contracts or arrangements related to the business
• They are not involved in any competing business
• They have not been charged with any criminal offence that could affect their ability to manage the business
• They are not receiving any bonuses or special payments in connection with this deal
• Their role at the company does not breach any prior employment, non-compete, or confidentiality obligations
• No litigation or investigation affecting them is current, pending, or threatened
• They are not party to any agreements about the company's shares other than this agreement and the Shareholders Deed

What investors promise

Each investor warrants:

• They are a validly existing entity with the power to enter into the agreement
• They have taken all necessary action to authorise the investment
• The agreement is valid and binding on them
• If they are investing as a "sophisticated investor" or "professional investor" under the Corporations Act, they will provide any information the company needs to confirm this

Liability limits

The agreement sets limits on warranty claims:

• Time limit — you must notify the company of any warranty breach within 24 months of completion
• Cap on company liability — the maximum the company will pay for all claims by an investor is an amount equal to that investor's subscription money
• Cap on founder liability — each founder's total liability for all claims is capped at a separate agreed amount
• No consequential loss — neither the company nor the founders are liable for indirect or consequential losses

These limits do not apply to losses caused by wilful misconduct or fraud. If someone deliberately deceives you, there is no cap.

The company and founders are also not liable for breaches caused by changes in law, tax rates, or accounting standards that happen after the agreement is signed, or for any forward-looking statements like forecasts or projections.

Confidentiality

All parties agree:

• No press releases or public announcements about the deal without written consent from all parties
• Confidential information cannot be shared with anyone or used in a way that could cause loss to another party

There are exceptions. You can share information:

• With the other parties' written consent
• If required by law or a government agency
• With your own advisors, affiliates, and investors
• With a prospective buyer of your shares and their advisors
• After completion, as permitted by the Shareholders Deed

Termination

If a party has a right to terminate (for example, because the other side failed to complete), they exercise it by delivering written notice.

Termination does not affect:

• Any legal rights the parties already have against each other
• The confidentiality, GST, and general clauses, which survive
• Any right or claim that arose before termination

Other general provisions: the company pays all stamp duty; each party bears its own legal costs (though the company may reimburse the lead investor's legal costs up to an agreed cap); the agreement is governed by Australian law.

This is a plain English summary only. It is not legal or financial advice and does not replace the Subscription Agreement. Please read the full agreement and seek independent advice before investing.

What is this agreement?

This is a standard advisor agreement. It sets out the terms under which someone provides advisory services to Stackable. Advisors are experienced people who help the company with strategy, introductions, recruiting, or specific projects.

The agreement starts on a set commencement date and continues until either party ends it. There is no fixed end date.

The advisor is not an employee

The agreement makes clear that the advisor is an independent contractor, not an employee, partner, or agent of Stackable. This means:

• The advisor cannot sign contracts or make commitments on behalf of Stackable
• The advisor cannot represent themselves as a director, officer, or employee
• The advisor is responsible for their own tax, superannuation, and insurance

What does an advisor do?

Every advisor must:

• Perform their services competently, professionally, and with due care
• Promote the company's business, interests, and reputation
• Act in good faith in all dealings with the company
• Comply with all applicable laws and company policies
• Not do anything that could damage the company's business or reputation

The exact services depend on which advisor level is agreed. These are detailed below.

How advisors are paid

Advisors are not paid a fee. Instead, they receive equity compensation in the form of options to purchase ordinary shares under Stackable's employee share option plan (ESOP). The number of options depends on the advisor level and the company's stage.

The company will reimburse reasonable out-of-pocket expenses, but only if approved in writing beforehand. The advisor will receive a separate ESOP offer letter and plan rules that document the full terms of their options.

Advisor levels explained

Level 1

5 hours per month. Attend quarterly strategy meetings and advisory board meetings. Respond to email requests. Actively promote the company and make introductions through their network.

Level 2

10 hours per month. Everything in Level 1, plus: attend monthly strategy meetings and at least one meeting with a potential customer, investor, or partner. Assist with recruiting founding team members and employees. Provide quick responses to all requests.

Level 3

20 hours per month. Everything in Levels 1 and 2, plus: attend bi-monthly strategy meetings and internal project meetings. Make introductions to marquee customers, strategic partners, and key industry contacts. Assist on at least one strategic project during the term.

Percentages are based on the number of outstanding shares calculated on a fully-diluted basis as of the date of the agreement. The exact number of shares is provided in the ESOP offer letter, which supersedes these figures.

How options vest

All options vest on a pro rata basis monthly over a 4-year period, with a 1-year cliff. This means:

• No options vest in the first 12 months
• After 12 months, 25% vest at once
• The remaining 75% vest monthly over the following 3 years
• If the company is sold, 100% of unvested options vest immediately at closing

Intellectual property

Any work, invention, design, software, process, or idea that the advisor creates while providing services to Stackable belongs to the company. This includes copyright, patents, trade marks, source code, and trade secrets.

The advisor must:

• Promptly tell the company about any intellectual property they create
• Sign any documents needed to secure those rights
• Guarantee that their work is original and does not infringe anyone else's rights

The advisor also waives moral rights over any works created in the course of their services.

Confidentiality

Confidential information includes all business, financial, technical, and customer information, whether or not it is marked as confidential. The only exception is information already in the public domain (not through unauthorised disclosure).

The advisor must:

• Not share confidential information with anyone outside the company, except as needed to provide their services
• Not use it for any purpose other than the company's benefit
• Keep it secure at all times

These obligations continue even after the agreement ends. The advisor must also handle any personal information in compliance with the Privacy Act.

Conflicts of interest

The advisor must not accept or perform any work that could conflict with their services to Stackable, or that could harm the company's activities or reputation, without prior written consent.

If a conflict arises or becomes likely, the advisor must immediately notify the company and either stop the conflicting work or terminate that other arrangement.

Ending the agreement

Either the company or the advisor can terminate the agreement by giving 14 days' written notice. There is no penalty for ending it.

When the agreement ends, the advisor must:

• Stop providing services immediately
• Return all company property, including confidential information and intellectual property

The confidentiality, intellectual property, and privacy obligations survive after termination.

This is a plain English summary only. It is not legal or financial advice and does not replace the Advisor Agreement. Please read the full agreement and seek independent advice.

What is this deed?

When someone works on Stackable, whether as a founder, employee, or contractor, they may create software, designs, inventions, or other intellectual property. This deed makes sure that everything they created belongs to the company, not to them personally.

The person signing (the "Assignor") is confirming that the company has always been, and will continue to be, the legal and beneficial owner of that intellectual property.

What is being assigned?

The deed covers four categories:

• Intellectual Property — all IP rights of any kind, anywhere in the world. This includes copyright, trade marks, patents, designs, domain names, trade secrets, know-how, and business names connected to the company's business.
• Software — all software or computer programs developed or created for the company, including all updates, improvements, and revisions.
• Source Code — the underlying code, scripts, make files, comments, and related documentation needed to produce the software.
• Documentation — all associated materials: manuals, reports, designs, graphics, specifications, data files, and technical information.

This covers work done before the deed was signed and work done after it. It includes things that exist now and things created in the future.

How the transfer works

The assignor assigns to the company the whole of their right, title, and interest in all intellectual property, software, source code, and documentation. This is an absolute transfer, not a licence. The assignor no longer has any ownership claim.

The assignment also covers future rights. If the assignor creates something tomorrow that relates to the business, it belongs to the company from the moment it is created.

The assignor agrees to:

• Promptly sign any additional documents the company needs to register or protect the IP
• Do anything reasonably necessary to vest full ownership in the company

The deed also retroactively approves any actions the company took while the assignor still technically held ownership of any IP. This closes any gap between when work was created and when this deed was signed.

Moral rights

Under Australian copyright law, creators have "moral rights" even after they assign ownership. These include:

• The right to be identified as the author
• The right not to have authorship falsely attributed
• The right to object if the work is treated in a way that damages the author's reputation

In this deed, the assignor consents to any use of their work by the company (even if it would otherwise breach moral rights) and waives the right to bring any moral rights claim. This consent extends to anyone the company authorises, licences, or sells the work to.

The assignor confirms this consent is genuine, voluntary, and not given under duress.

Why this matters for investors

For any technology company, the most important asset is its intellectual property. If the people who built the technology did not formally assign it to the company, there is a risk that the IP sits with individuals rather than the business.

This deed removes that risk. It ensures that:

• The company owns all of its technology, code, and related materials
• No individual can claim personal ownership of work done for the company
• The IP is clean and transferable if the company is ever sold or raises further investment

Seed investors typically require IP assignment deeds to be signed before or at completion of the investment round.

General provisions

• Costs — each party pays their own legal costs. The company pays any stamp duty.
• No partnership — signing this deed does not create a partnership or agency between the parties.
• No assignment — neither party can transfer their rights under this deed without written consent.
• Entire agreement — this deed is the complete agreement on IP assignment and replaces any prior arrangements.
• Governing law — the deed is governed by the laws of New South Wales, Australia.

This is a plain English summary only. It is not legal or financial advice and does not replace the Deed of IP Assignment. Please read the full deed and seek independent advice.

What is this agreement?

This agreement governs the working relationship between Stackable and an independent contractor. It covers what services the contractor provides, how they are paid, who owns the work, and what happens if things go wrong.

The agreement includes any Statements of Work (SOWs) issued for specific projects, an IP Assignment Deed, and two schedules: a SOW template and a Background IP Register.

Independent contractor status

The agreement makes clear this is a commercial relationship, not an employment one. The contractor:

• Operates their own business and can accept other work (subject to non-compete restrictions during the term)
• Controls their own hours and methods of work
• Provides their own equipment, software, and infrastructure at their own cost
• Is responsible for their own taxes in all jurisdictions
• Has no authority to bind Stackable or incur liability on its behalf
• Has no claim to employee benefits (super, leave, workers compensation)

Services and expectations

Services include product development, product design, UX design, software development, and related work. Specific projects are defined in Statements of Work.

The contractor must:

• Work competently, professionally, and in compliance with all applicable laws
• Promptly notify Stackable of anything that may affect their ability to deliver
• Get written consent before subcontracting any work (and remain responsible for the subcontractor)

Fees and invoicing

Key payment terms:

• Fees are agreed in writing or set out in a Statement of Work
• Invoices must include the contractor's full name, description of work, dates, amount in AUD, and bank details
• Valid invoices are paid within 14 days
• If payment is late, interest accrues at 10% per annum
• If an invoice remains unpaid for more than 30 days, the contractor can suspend work after giving 7 days' written notice

No additional expenses are payable without prior written approval. The contractor bears all their own costs.

A current NBI Clearance (Philippine National Bureau of Investigation) is a condition precedent to first payment. The clearance must be renewed annually.

Term and termination

The agreement runs until terminated. There are several ways it can end:

• Without cause — either party can terminate with 30 days' written notice
• Serious misconduct — Stackable can terminate immediately without a cure period
• Misconduct — Stackable can terminate after issuing a written notice and giving the contractor 7 days to fix the issue
• Insolvency — immediate termination if the contractor becomes insolvent

On termination, the contractor must deliver all work (complete and incomplete), commit everything to the code repository, return all company property, and certify compliance in writing. They must also provide up to 4 weeks of transition assistance at their usual rate if requested.

Misconduct and serious misconduct

Misconduct (remediable)

Includes repeated failure to perform after written notice, missed timelines without reasonable excuse, negligent work causing material harm, unauthorised use of the company's name or confidential information, or public conduct that damages the company's reputation.

Serious misconduct (immediate termination)

Includes fraud, theft, or dishonesty; deliberate breach of the IP, confidentiality, or privacy clauses; deliberately exposing systems or data to unauthorised access; criminal conviction for dishonesty or violence; providing false information (including a fake NBI Clearance); harassment or bullying; or wilful destruction of company property or data.

Intellectual property

All deliverables (code, designs, documentation, and any other work product) belong to Stackable. This is reinforced by a separate IP Assignment Deed signed at the same time.

If the contractor wants to use any of their own pre-existing IP, they must:

• Disclose it in writing before incorporating it
• List it in the Background IP Register (Schedule B)
• Get written consent from Stackable

If pre-existing IP is incorporated with consent, the contractor grants Stackable a perpetual, royalty-free, worldwide licence to use and modify it. If it is incorporated without disclosure, it is deemed assigned to the company.

The contractor must commit all code to the repository at least once per week and at every milestone. Stackable's access to the repository must never be restricted.

The contractor waives moral rights under both Australian and Philippine law.

AI tools

The agreement has specific rules for AI-assisted development:

• The contractor must not input any confidential information, source code, personal data, or proprietary information into any public AI tool without written consent
• All AI tools used must be disclosed in writing before first use
• All AI-generated code must be reviewed by the contractor before inclusion
• AI-generated content must not infringe third-party IP or include copyleft-licensed open source code (GPL, LGPL, AGPL) without express authorisation

Confidentiality and privacy

Confidential information includes all non-public information: business plans, source code, product roadmaps, customer data, pricing, and financials, whether or not marked as confidential. The contractor must:

• Keep it strictly confidential and use it only for performing the services
• Return or destroy it all on termination and certify compliance in writing

Confidentiality obligations survive for 3 years after termination, and indefinitely for trade secrets.

For personal data, the contractor must handle it in accordance with the Australian Privacy Act, use it only for performing services, implement reasonable security measures, and report any actual or suspected breach within 24 hours. Personal data must not be used for any secondary purpose, including profiling or training AI models.

Non-solicitation and non-compete

After the agreement ends, the contractor must not solicit or recruit any Stackable employee, contractor, or customer for up to 12 months (with fallback periods of 9, 6, and 3 months if a court finds the longer period unreasonable).

During the term only (not after), the contractor must not work on any product or platform that directly competes with Stackable in the edtech sector without written consent.

Liability and indemnity

Each party's total liability is limited to the fees paid in the 3 months before the event. Neither party is liable for indirect or consequential loss (lost revenue, profit, data, or opportunity).

These caps do not apply to:

• Breach of intellectual property obligations
• Breach of confidentiality
• Breach of privacy obligations
• Fraud or wilful misconduct

The contractor indemnifies Stackable against losses from any breach of warranty, IP infringement by the deliverables, tax authority claims, or the contractor's negligence, fraud, or breach of law.

Disputes

If a dispute arises, there is a structured process:

• Step 1 — good faith negotiation. Senior representatives meet within 14 days.
• Step 2 — if unresolved after 28 days, mediation administered by ACICA.
• Step 3 — if still unresolved, binding arbitration under ACICA rules. One arbitrator, seated in Melbourne, conducted in English. The decision is final.

Either party can still seek urgent injunctive relief from a court at any time, particularly for IP, confidentiality, or privacy breaches.

The agreement is governed by the laws of Victoria, Australia.

This is a plain English summary only. It is not legal or financial advice and does not replace the Contractor Services Agreement. Please read the full agreement and seek independent advice.