GetSweaty Platform Terms of Use

1.1 GetSweaty is a technology platform. It provides the two templates, a seven-step workflow, electronic acceptance and signing, a record of everything that happens in an Engagement, registers and statements for companies that elect to keep them on the Platform, messaging, and a review system. That is the whole of what we do.

1.2 GetSweaty is not a law firm, an accountant, a tax agent, a financial adviser, a broker, a fund, an exchange or an investment platform. We do not hold an Australian financial services licence or an Australian credit licence.

1.3 We do not give legal, tax, accounting or financial advice. Nothing on the Platform, in a template, in a plain-English summary, in a prompt, in a support article or in any automated or AI-generated suggestion is advice to you. It is general information about how the Platform and the templates work. It is not prepared with regard to your circumstances, and you should not rely on it as a substitute for advice from your own lawyer, accountant or tax adviser.

1.4 We do not recommend any company, expert, project or deal. We do not negotiate for, represent, score, rank or act on behalf of any user. The terms of every Engagement, including the milestones, the equity, the exercise price inputs and every other choice, are decided by the founder and the expert.

1.5 We never receive, hold, transfer or safeguard money for any user. Any cash fee agreed between a founder and an expert is invoiced and paid directly between them. We never charge a fee that depends on an Engagement being signed, on the value or number of options, or on an exercise or sale of shares.

1.6 The templates were prepared by Zed Law (Zed Consulting Pty Ltd ACN 633 273 177 trading as Zed Law) for use on the Platform. Zed Law does not act for you, has not reviewed any particular Engagement and does not warrant any legal or tax outcome. The words "supported by Zed Law", "Zed Law template", "reviewed by Zed Law" or "wording approved by Zed Law" mean that the template, article or wording was prepared or approved by Zed Law for the Platform generally. They do not mean that Zed Law has advised on your deal, and they do not create any relationship between you and Zed Law. If you want advice, obtain it before you sign.

1.7 Options over shares in a private company are illiquid. They may never become shares, there may never be a buyer for the shares, and shares in an early-stage company may become worthless. You are responsible for deciding whether an Engagement is right for you.

2.1 You may use the Platform only if you are at least 18 years old, able to enter a binding contract, and an Australian resident or an Australian registered company. The templates and the tax statements in them assume an Australian context, and the Platform is not offered to people or companies outside Australia at launch.

2.2 Founders. A founder uses the Platform for a company. At launch the Platform supports proprietary companies with a sole director without a subscription, and companies with two or more directors, or with shareholders who hold pre-emptive rights, on a premium subscription. A company that does not meet the start-up tax concession conditions it is asked to confirm at setup cannot proceed to signing at launch.

2.3 Experts. An expert may contract as an individual, as a sole trader with an ABN, or through a company that the individual doing the work controls. Trusts, partnerships, companies the expert does not control (such as an agency) and experts who are not Australian residents are not supported at launch. Where we show a feature as "coming soon", it is not available and we are not offering it.

2.4 Founders who have not yet incorporated. A founder may create an account, post a project, meet experts, accept the NDA personally and negotiate milestones before the company exists. The Platform will not generate or allow signing of an Options Agreement until a registered company has been added to the account and confirmed by a director, because options can only be granted by a company that exists. On adding the company, the founder may authorise us to notify each expert that the NDAs accepted personally are assigned and novated to the company under clause 9.2 of the NDA. We may refer founders to an incorporation provider; see clause 17.

2.5 Investors, communities and other roles are not available at launch. When we release features for them, they will be governed by additional terms that users of those features will be asked to accept.

3.1 You must give us accurate, current and complete information when you register and keep it up to date, including your legal name, email, ABN or ACN, address and, for a company, its directors and the person who will sign for it.

3.2 You are responsible for everything done through your account and for keeping your login details confidential. Tell us at [support email] immediately if you suspect unauthorised access. One person may hold one personal account. A company account may have more than one authorised user, and each of them accepts these terms personally when they use the Platform.

3.3 We verify some information and show the result on your profile. We verify identity through a third-party identity provider and check company details against the Australian Business Register. We do not verify stated experience. Where we show measures drawn from the Platform record, such as milestones accepted on time or agreements signed on the Platform, they are taken from the record and are not self-reported. A verification badge means we ran the check described and it passed on that date. It is not a guarantee of identity, skill, solvency or good faith, and you must make your own enquiries about anyone you deal with.

3.4 We do not verify project descriptions, cap tables, valuations, eligibility answers, deliverables or anything else a user enters about a deal.

4.1 Before a company can sign, a director completes company setup. Company name, ACN and registered office are drawn from the Australian Business Register and confirmed by the director. The director also enters the shares on issue, options, SAFEs and convertible notes, the valuation method, amount and date, whether the constitution excludes pre-emptive rights, any shareholders agreement, and the governing law state. These entries fill Items 1, 2, 9, 10, 19 and 20 of the Options Agreement Schedule and the company approvals in Annexure D.

4.2 The director also answers four questions about the company for the purposes of the start-up tax concession in Division 83A of the Income Tax Assessment Act 1997 (Cth): that the company is unlisted, was incorporated less than ten years ago, had aggregated turnover under $50 million in the last income year, and is an Australian resident. These are the company's own declarations about its own eligibility. We do not check them, they are made to the expert as warranties in the Options Agreement, and they do not establish that any expert is entitled to any tax treatment.

4.3 The valuation entered at setup sets the exercise price for every Options Agreement the company signs while it stands. The Platform offers the ATO safe harbour method by default. The director confirms the valuation record is kept. A valuation must be confirmed within the previous 12 months before the company can agree deal terms. The director confirms that the company details are current each time deal terms are agreed, and must update them after any raise or share issue.

4.4 The director confirms that they are authorised to act for the company and that the details, eligibility answers, cap table and valuation are the company's own and accurate to the best of their knowledge. The confirm button is disabled until that acknowledgement is given.

5.1 An expert chooses once, at setup, whether they contract as an individual, a sole trader or a company they control. That choice selects the tax clause in the Options Agreement, the execution block, and whether a key person must also sign. It cannot be changed for an Engagement after deal terms are agreed.

5.2 An expert contracting through a company must name the key person who will do the work. The key person confirms that they control the company, sees the tax warning in clause 10.3 of the Options Agreement before continuing, and signs the key person undertaking in Annexure C at signing.

5.3 Every expert is reminded at setup to check any employment contract for restrictions on side work and claims to intellectual property. The Options Agreement contains a warranty that any employer consent has been obtained. We do not check it.

6.1 The Platform runs every Engagement through the same seven steps. What is captured at each step, and its legal effect, is as follows.

1. (a) Step 1, Post. The founder posts a project: a summary and business outcome, between one and ten milestones each with a description, objective "done when" criteria, a target date and a share of the equity, an equity range, and a choice on whether conversations may be recorded. The post is the first draft of Item 8 and the Milestone table. Posting has no legal effect and the post is visible to registered experts. The Platform caps the equity that may be offered on a project at 10% and relies on the share capital the company has entered. It cannot see equity the company issues elsewhere, and the company remains responsible for the 10% limit per expert and for the Division 1A issue cap.

2. (b) Step 2, Interest and NDA. An expert registers interest by confirming they have read the milestones, noting anything they would change, disclosing any existing interests, and accepting the NDA. Registering interest is non-committal. The founder's company then accepts the NDA and engages the expert in one click. The NDA takes effect when the second acceptance is recorded, and only then do the confidential brief and chat open. The NDA survives whether or not the project proceeds.

3. (c) Step 3, Negotiate. Either party proposes changes to milestones, criteria, dates and equity shares; the other accepts, counters or declines. Every change is logged with who made it, when, and the draft version. Nothing at this step is binding.

4. (d) Step 4, Agree. The Platform asks only for the remaining choices: what the company will provide, whether the project was discussed before, cash fees (off at launch), the acceptance period (7 or 14 days), the end date (last target date plus 30 days by default), what vests early on a sale or listing, any non-solicit period and area, and it shows the summary of what happens if the project ends early. When both parties press "Agree deal terms" the Schedule is locked as Deal Terms v1, with a version number recorded in Item 22. Agreeing locks the inputs; it does not grant options and either party may still decline to sign.

5. (e) Step 5, Sign. The expert opens the Division 1A offer document (which must be opened before the expert can sign), ticks the tax acknowledgement for their expert type, may provide a tax file number, and signs. A key person signs Annexure C. Any other directors and, where pre-emptive rights apply, the members sign the company approvals in Annexure D. The company's director signs last, under section 127 of the Corporations Act 2001 (Cth). The options are granted at that last signature, which is the Commencement Date. It is always the date of the last signature and can never be backdated or set in the future.

6. (f) Step 6, Deliver and vest. The expert submits a completion notice for each milestone with the deliverables and how each criterion is met. The founder accepts, or rejects naming the criterion not met, within the acceptance period. If the founder does neither, the Platform sends a reminder for the expert, and the milestone is deemed accepted seven days after the reminder. Each accepted milestone vests its tranche and passes its intellectual property under the Options Agreement, except that the first tranche waits for the second milestone as clause 4.1 of the Options Agreement provides. The Platform issues a vesting statement each time. Variations, disputes and endings are started from this page and are governed by the Options Agreement.

7. (g) Step 7, Review. Each party rates the other on four measures and may leave a comment, public or private. Reviews have no legal effect on the Engagement and are governed by clause 14.

6.2 These steps describe how the Platform works. If anything in this description differs from the NDA or the Options Agreement you have signed, the signed document prevails.

7.1 The NDA and the Options Agreement are locked templates. For any Engagement, only the fields the Platform presents can be completed or chosen. Typed text is limited to names, addresses, the project summary, company dependencies, milestone descriptions and criteria, the key person and the name of any shareholders agreement. Every other value is a choice from a list we have had approved, or a calculation from an approved formula. Nothing in the operative clauses of a template changes for any individual deal, and no user can edit them.

7.2 The Platform calculates the number of options (equity percentage multiplied by fully diluted share capital, rounded down), the options per milestone (from the agreed shares, rounded down with any remainder on the last milestone), the exercise price (company valuation divided by fully diluted share capital, never less than $0.0001 and never less than market value), and the end date. Fully diluted share capital counts SAFEs and convertible notes at the shares they would convert into at their valuation cap or, if none, at the company valuation. The calculations use the inputs you and the other party give. We do not check those inputs.

7.3 Every signed document records the template version and the deal terms version. A variation agreed on the Platform creates a new deal terms version, accepted by both parties, and does not change the grant date, the number of options or the exercise price. If the templates are updated, the new version applies only to Engagements signed after the update. A document you have already signed is never changed.

7.4 Plain-English summaries, prompts and support articles are general information to help you read the documents. They are not part of any agreement, and the signed document prevails over them.

8.1 You agree that we may provide documents to you electronically, that you will read them on the Platform, and that you will accept or sign them by clicking, ticking or typing as the Platform directs after you have had the opportunity to read the full document.

8.2 You agree that an acceptance or signature recorded by the Platform, together with the identity of the logged-in user, the role in which they acted, the time, and the template and deal terms versions, is your electronic signature for the purposes of the Electronic Transactions Act 1999 (Cth) and equivalent State and Territory legislation, and has the same effect as a signature on paper. No witness is required for any signature on the Platform.

8.3 A director or other officer who accepts the NDA for a company does so as the company's authorised agent under section 126 of the Corporations Act 2001 (Cth) and confirms, when accepting, that they are authorised. A director who signs an Options Agreement for a company does so under section 127 and confirms that the company approvals recorded in Annexure D have been given. Members who are not Platform users sign Annexure D outside the Platform and the company uploads the signed approval, or through an emailed link where the Platform offers one.

8.4 We produce the signed document as a PDF with an audit certificate recording each signature, and store both for each party. Signatures are applied by the Platform using a signing key issued by a public certificate authority, and we keep the audit trail.

9.1 A company may elect to keep its register of options on the Platform. Where it does, the Platform enters each grant within 14 days of signing, issues the holding statement, records each vesting and issues vesting statements, records exercises, and prepares each June the data the company needs for its employee share scheme statements to experts and its annual report to the Australian Taxation Office.

9.2 We do this as a record-keeping service to the company. The company remains responsible under the Corporations Act 2001 (Cth), the tax law and its own documents for its registers, approvals, lodgements (including any Form 484 within 28 days of a share issue), statements and reports, and for the accuracy of what it asks the Platform to record. We do not lodge anything with ASIC or the Australian Taxation Office on a company's behalf unless a feature we release expressly provides for it and the company instructs us to use it.

9.3 A company may download its register of options, holding and vesting statements, signed documents and audit certificates at any time through its account.

10.1 A notice under the NDA or the Options Agreement may be given through the Platform. You consent to receive notices under your Engagements through the Platform, and you agree that a notice is received when the Platform records it as delivered to your account. You must check your account and the email address linked to it regularly, because deemed acceptance, elections and lapses run from the times the Platform records.

10.2 The Platform sends the reminder notice for an expert when a founder has not responded to a completion notice within the acceptance period. It does so automatically and on the expert's behalf.

10.3 The Platform keeps a record of each NDA acceptance, each proposal, counter and acceptance in negotiation, each agreement to deal terms and the version locked, the opening of the offer document, each signature and the grant, each register entry and statement, each completion notice, reminder, acceptance, rejection and deemed acceptance, each notice to end an Engagement, and each election under clause 4.1 of the Options Agreement. That record is the Platform record referred to in clause 11.4 of the Options Agreement, and both parties agree it is evidence of the acts it records. Both parties may view and download the record for their Engagement.

11.1 The tax outcome of an Engagement depends on the company's circumstances and on yours. The Options Agreement states the conditions of the start-up tax concession and the position of company experts, and requires each expert to acknowledge the clause that applies to them before signing. We do not warrant any tax outcome, and the company's eligibility answers do not establish any expert's position.

11.2 Where a company relies on Division 1A of Part 7.12 of the Corporations Act 2001 (Cth) for its offer of options, the Platform makes available an offer document for the company to give the expert before signing, and the information the expert must receive before any exercise. The company is responsible for the content of its offer, for the issue cap and for the number of its non-employee shareholders. The Platform tracks the issue cap from the figures the company enters, as an aid to the company only.

11.3 If the Platform asks an expert for a tax file number, we collect it only so that the founder's company can meet its employee share scheme reporting obligations. The Platform does not ask for one at launch. The TFN is held in accordance with the Privacy (Tax File Number) Rule 2015, is stored encrypted, is not printed on any document, is not shown to the founder or any other user, and is disclosed only to that company through the secure process on the Platform. You are not required to give it, and it is not an offence to decline, but if you do not the company may have to withhold tax when the options become taxable.

12.1 We never receive, hold, transfer or safeguard money for any user, and the Platform has no function for doing so. Where a founder and an expert agree cash fees in addition to options (not available at launch), the amounts are recorded in the Milestone table of the Options Agreement, the expert invoices the company directly, and the company pays the expert directly. We have no involvement in the payment and no liability if it is not made.

12.2 We do not charge any fee calculated by reference to an Engagement, a grant, a vesting, an exercise or a sale. Our only charges are subscription fees under clause 15.

13.1 You must not post, send or enter anything that is false, misleading, defamatory, infringing, unlawful or offensive, or misrepresent your identity, qualifications, experience, authority, control of a company or the state of a company.

13.2 You must have the right to grant or receive the options and to provide the services you describe. If you are employed or engaged elsewhere, you are responsible for complying with that contract, including any restriction on side work and any claim your employer has to work you produce.

13.3 You must not use the Platform to offer or solicit investment, to raise capital, to promote or sell shares, options or any other security, or to give financial product advice. Project posts and messages may describe the services sought and the equity offered for those services, and nothing else of that kind. We remove posts and suspend accounts that do.

13.4 You must not use the Platform, its templates or its documents for any arrangement other than an Engagement between a company and an expert documented on the Platform, including by copying a template for use elsewhere or by using the Platform to paper an arrangement that is in substance employment.

13.5 You must not scrape, copy, reverse engineer, interfere with or test the security of the Platform, use automated means to access it, use it to build a competing product, or access another user's account or information.

13.6 You must comply with all laws that apply to you, including the Corporations Act 2001 (Cth), tax law, privacy law and the Australian Consumer Law.

13.7 You must keep confidential any information another user shares with you through the Platform, in accordance with the NDA you have accepted.

14.1 At the end of an Engagement each party rates the other out of five on four measures. A founder rates an expert on quality of work, communication, reliability and expertise, and says whether they would work with them again. An expert rates a founder on clarity of scope, communication, fair and prompt sign-off, and access and support. Each may add a comment.

14.2 A review must be honest, based on your own experience of that Engagement, and free of personal or confidential information about the other party beyond what the Engagement itself involved. You confirm this when you post it.

14.3 Reviews are held back until both parties have posted or 14 days have passed, so that neither can react to the other, and are then shown on both profiles.

14.4 Averages, and any badges we introduce, are calculated from reviews and the Platform record. They reflect the satisfaction of the other party and the record of milestones and agreements, never the volume of activity, and they are not an endorsement by us.

14.5 We may remove or hide a review that breaches these terms, that we reasonably believe is false, retaliatory or defamatory, that relates to a dispute being determined under the parties' agreement, or that discloses confidential information. We do not edit reviews, and a review that is removed is not replaced.

15.1 The core workflow is free at launch: sole-director companies, including founders who incorporate after accepting the NDA; individual, sole trader and controlled-company experts; milestone deals of one to ten milestones; the NDA, negotiation, variations, notices and deemed acceptance; the first milestone safeguard and every standard ending; and the standard choices of a 7-day acceptance period, an end date 30 days after the last target date, acceleration of the current milestone on a sale or listing, and no non-solicit.

15.2 We intend to offer the following as premium features on a subscription: companies with two or more directors or with members who must waive pre-emptive rights; monthly vesting for advisers with a cliff; a 14-day acceptance period; a non-solicit period of one, three or six months; and acceleration of all or no unvested options on a sale or listing. No feature is charged for at launch, and any of these that is available is free until we introduce paid tiers. A premium feature only switches on a choice or capacity that is already in the approved template. It never changes the wording of a document, and every protection in the templates applies on every tier.

15.3 Features shown as "coming soon" are not available and we are not offering them. At launch these include cash fees per milestone, buyback of vested options, cash-only engagements, trust and partnership experts, companies the expert does not control, overseas experts, companies outside the start-up concession, the IP assignment deed, and the investor feed, investment asks, data rooms and employee share plan tools. When we release any of them we will publish the terms that apply and, where the feature involves a new use of your information, ask for your consent as the Privacy Policy describes.

15.4 Subscription fees are shown before you subscribe, charged in Australian dollars inclusive of GST, and renew automatically at the end of each billing period until cancelled. You may cancel at any time through your account, with effect at the end of the current billing period. Unless the law requires otherwise, fees already paid are not refunded. We may change fees on at least 30 days' notice, taking effect from your next billing period, and you may cancel before then. An Engagement signed while you held a subscription continues on the terms signed if the subscription ends.

16.1 We own, or are licensed to use, the Platform, its software, design, text, graphics, workflow, data structures and trade marks. These terms give you a personal, non-transferable, revocable licence to use the Platform for its intended purpose while you have an account. You obtain no other right.

16.2 The templates are licensed by Zed Law to us for use on the Platform. You may use a document generated from a template only for the Engagement it was generated for. You may not copy a template or a generated document for use outside the Platform, remove any attribution, or alter the operative clauses.

16.3 You retain ownership of the content you post, including profiles, project posts, messages, updates and deliverables. You grant us a non-exclusive, royalty-free, worldwide licence to host, store, display, reproduce and transmit that content so that we can operate the Platform, show it to the users you intend to see it, generate documents and records, and produce aggregated, de-identified analytics about how the Platform is used. We will not publish information that identifies you or your company, or use it in marketing or launch content, without your prior express consent.

16.4 Ownership of deliverables created in an Engagement, and the time at which it passes, is governed by the Options Agreement between the company and the expert, not by these terms.

17.1 The Platform uses third-party services for hosting, email and notification delivery, identity verification, payment processing, analytics, content moderation and support. They are named, with where they process data, in our Privacy Policy. We may refer you to third-party providers, including an incorporation provider for founders who have not yet incorporated and valuation providers for companies that want a valuation. A referral is not a recommendation, we receive no fee tied to any Engagement for it, and we are not responsible for a third party's services or terms. Any arrangement you make with a third party is between you and them.

17.2 Company information shown on the Platform may be drawn from ASIC registers. We do not warrant that it is complete or current, and the director's confirmation at setup is what the other party relies on.

18.1 We aim to keep the Platform available at all times, but we do not promise uninterrupted or error-free operation. We may suspend access for maintenance, security or legal reasons and will give reasonable notice where we can. If the Platform is unavailable, a period under an Engagement that runs from a Platform notice is extended by the time the Platform was unavailable to the recipient, as the Options Agreement provides, and we record each outage so both parties can see it.

18.2 We may change the Platform, its features and these terms. If a change to these terms is material we will give you at least 14 days' notice by email or on the Platform before it takes effect, and you may close your account before then. No change to these terms or the templates alters a document you have already signed.

18.3 Support is provided by email at [support email] during Australian business hours. Support can explain how the Platform works. It cannot and will not give legal, tax or accounting advice or tell you what to agree.

19.1 You may close your account at any time by asking us at [support email]. Closing your account does not end any NDA or Options Agreement you have signed. The other party keeps access to the records of your Engagements, and a company's register and statements remain available to the company.

19.2 We may suspend or close your account, remove content or restrict features if you breach these terms, if we reasonably believe you are using the Platform unlawfully or to harm others, if required by law, or if you have not used the Platform for more than 24 months. Except where the law or the risk to others prevents it, we will tell you why and give you a reasonable opportunity to respond. If we close your account for a reason other than your breach, we will refund any subscription fee paid for the period after closure.

20.1 If we stop operating the Platform or a material part of it, we will give you at least 60 days' notice where we can, keep your signed documents, audit certificates, registers, statements and the Platform record available for download during that period, and retain them afterwards for the period the law requires before deleting them. Your NDA and Options Agreements continue in accordance with their terms whether or not the Platform is available, and the company remains responsible for its registers.

21.1 Nothing in these terms excludes, restricts or modifies any guarantee, right or remedy under the Australian Consumer Law or any other law that cannot lawfully be excluded, restricted or modified. Where a guarantee applies and the law permits us to limit our liability for breach of it, our liability is limited, at our option, to resupplying the services or paying the cost of having them resupplied.

21.2 Subject to the previous paragraph, we are not liable for any loss arising from an Engagement or from your dealings with another user, including loss arising from the other party's failure to perform, from the accuracy of information another user has entered, from a company's eligibility answers, cap table or valuation, from the value, vesting, exercise or taxation of any options or shares, from a review, or from any decision you make in reliance on information on the Platform.

21.3 Subject to the first paragraph of this clause, our total liability to you for all claims arising out of or in connection with these terms or the Platform in any 12-month period is limited to the greater of AUD 100 and the subscription fees you paid to us in that period, and neither of us is liable to the other for loss of profit, revenue, opportunity or goodwill, or for indirect or consequential loss.

21.4 You are responsible for loss we suffer that is caused by your breach of these terms, your breach of law or your fraud, to the extent that you caused it. Your total liability to us for all claims arising out of or in connection with these terms or the Platform in any 12-month period is limited to the same amount as ours under the previous paragraph, except for liability for your fraud, your unlawful use of the Platform or your infringement of our intellectual property.

22.1 A dispute between a founder and an expert is governed by their NDA or Options Agreement, which provide for discussion, mediation and, for milestone disputes, expert determination. We are not a party, we do not determine disputes, and we do not act for either side. We may provide both parties with the Platform record of their Engagement, and we may refer them to independent mediators or advisers. Any referral to a lawyer, including Zed Law, is a separate engagement between that party and the lawyer, subject to the lawyer's own conflict checks and terms.

22.2 If you have a complaint about the Platform or about us, contact us at [support email] and we will try to resolve it with you within 20 business days. Either of us may refer an unresolved dispute to mediation administered by the Resolution Institute before starting court proceedings, other than for urgent relief. Nothing in this clause limits your rights under the Australian Consumer Law.

23.1 These terms are governed by the law of New South Wales, and each of us submits to the non-exclusive jurisdiction of the courts of that State.

23.2 We may assign or novate these terms to a related body corporate or to a buyer of our business on notice to you. You may not assign your account or these terms.

23.3 If any part of these terms is unenforceable, that part is severed and the rest continues. Our failure to enforce a term is not a waiver of it. These terms, the Privacy Policy and any additional terms you accept for particular features are the entire agreement between you and us about the Platform.

23.4 Nothing in these terms creates a partnership, agency, fiduciary or employment relationship between you and us, between us and any other user, or between you and Zed Law.

23.5 You can contact us at [support email] or [postal address].