Terms of Engagement

1. Who We Are

Stone and Clay Pty Ltd (ACN 676 947 425) is a boutique property developer and development consultant operating across the Illawarra and South Coast corridor of New South Wales. We undertake our own residential development projects and, for a select number of clients, provide specialist property development consulting services.

These Terms apply to two categories of engagement:

2. Our Services

Depending on the nature of your engagement, Stone & Clay may provide any of the following services:

• Site Identification — identifying on-market and off-market residential development sites matching your brief across our coverage corridor
• Development Feasibility Analysis — financial modelling, including construction cost benchmarking, end value assessment, and return on cost analysis for CDC and DA pathways
• Technical Due Diligence — coordination of site surveys, civil engineers, slope and drainage assessments, infrastructure reviews, and planning and zoning analysis
• Acquisition Management — offer strategy, negotiation, conditional period management, and unconditional exchange
• Planning Advisory — assessment of applicable LEP/DCP controls, LMR mapping, flood constraints, and development approval pathways (CDC and DA)
• Development Consulting — end-to-end advisory for clients navigating their development journey, including written site evaluation reports and Engagement Notices

The specific services applicable to your engagement will be confirmed in writing, including by way of an Engagement Notice or executed Consulting Deed.

3. Engagement Process

Initial Brief

We begin with a confidential discussion to understand your investment parameters, development type preference, budget, timeline, and return requirements. No fee is charged for an initial consultation.

Engagement Notice

Once consulting services commence in respect of a specific property or opportunity, we issue a written Engagement Notice (including by email) confirming the property address, scope of services, and applicable terms. An Engagement Notice is deemed accepted unless you object in writing within 2 business days of receipt.

Consulting Deed

For consulting clients, a formal Consulting, Confidentiality and Non-Circumvention Deed is executed prior to or upon commencement of services. The Deed governs the specific engagement and should be read together with these Terms.

Development Partnership

For development partners or co-investment arrangements, separate joint venture or co-investment terms will be agreed and documented in writing prior to any financial commitment.

4. Confidentiality

All information disclosed by Stone & Clay in connection with an engagement — including property addresses, feasibility studies, planning assessments, financial modelling, market analysis, site evaluation methodologies, and sourcing processes — is confidential.

You agree to:

• Keep all confidential information strictly confidential and not disclose it to any third party without our prior written consent
• Use confidential information solely for the purpose of evaluating or participating in the relevant engagement
• Not copy, reproduce, or record confidential information except as strictly necessary
• Notify us immediately if you become aware of any unauthorised disclosure

Confidentiality obligations survive termination of the engagement indefinitely for trade secrets and commercially sensitive information, and for 5 years for other confidential information.

Our site evaluation methodologies, development feasibility frameworks, financial modelling approaches, and due diligence systems constitute proprietary know-how and may not be reproduced or disclosed without our prior written consent.

5. Non-Circumvention

Each engagement we undertake requires significant professional time, proprietary knowledge, and industry relationships. Our non-circumvention provisions protect the value of that work.

For a period of 24 months following the commencement of any engagement, you and any related party (including family members, co-investors, associates, and nominees) agree not to, directly or indirectly:

• Contact, approach, or communicate with any vendor, agent, or owner of a property identified in an Engagement Notice for the purpose of acquiring that property, without our prior written consent
• Negotiate, make any offer, or enter into any agreement in respect of any property subject to an engagement without our involvement
• Acquire, take an interest in, or benefit from any property subject to an engagement without paying the agreed fee to Stone & Clay
• Direct or facilitate any related party to do any of the above

We are entitled to seek urgent injunctive relief or other equitable remedy to restrain any actual or threatened breach, in addition to any claim for the agreed fee or other damages.

6. Intellectual Property

All intellectual property created or developed by Stone & Clay in connection with an engagement — including feasibility studies, site evaluation reports, financial models, planning assessments, and development briefs — remains our property.

You are granted a non-exclusive, limited-use licence to use such materials solely for the purpose of the relevant engagement. You may not reproduce, distribute, or commercialise our work product without our prior written consent.

7. Termination

Either party may terminate a consulting engagement by providing 10 days written notice to the other party.

If you terminate prior to the end of the engagement term without cause, materially change the agreed search criteria without our written consent, or fail to cooperate with us in delivering the services, any retainer paid is forfeited.

If you withdraw from the acquisition process after we have commenced services, we are entitled to retain all amounts paid and to invoice for any work completed to the date of termination.

Termination does not affect confidentiality or non-circumvention obligations, which continue for the periods set out in these Terms.

8. Limitation of Liability

Stone & Clay provides development consulting and advisory services based on our professional knowledge, experience, and the information available at the time. Our services do not constitute legal, financial, tax, or investment advice, and you should obtain independent professional advice appropriate to your circumstances before making any investment decision.

To the maximum extent permitted by law, our liability to you in connection with any engagement is limited to the amount of fees actually paid by you to us in respect of that engagement. We are not liable for any indirect, consequential, or special loss.

Nothing in these Terms excludes liability that cannot be excluded by law, including under the Australian Consumer Law.

9. Development Partnerships

Where Stone & Clay introduces a development opportunity to a partner or co-investor, or enters into a joint development arrangement, the following principles apply in addition to any specific joint venture terms agreed between the parties:

• All information shared in connection with a development opportunity is confidential and subject to the terms of Clause 4
• Non-circumvention obligations in Clause 5 apply to all introduced opportunities regardless of whether a formal Consulting Deed has been executed
• Any financial participation, equity split, or profit-sharing arrangement will be documented in a separate written agreement prior to any financial commitment by either party
• Stone & Clay retains full discretion over the development strategy, design, approval pathway (CDC or DA), and execution of any project in which it holds a development role

10. Disputes & Governing Law

These Terms and all engagements with Stone & Clay are governed by the laws of New South Wales, Australia. You submit to the non-exclusive jurisdiction of the courts of New South Wales.

If a dispute arises in connection with an engagement, the parties agree to attempt to resolve it in good faith through direct negotiation before commencing formal proceedings. This does not prevent either party from seeking urgent injunctive or equitable relief where necessary.

11. General

Entire Agreement. These Terms, together with any executed Consulting Deed or joint venture agreement, constitute the entire agreement between the parties in respect of the relevant engagement and supersede all prior representations or understandings.

Amendment. Any amendment to these Terms or a Consulting Deed is only binding if made in writing and signed by both parties.

Severability. If any provision is found to be invalid or unenforceable, it will be read down to the minimum extent necessary, or severed, and the remaining provisions continue in full force.

Assignment. You may not assign or transfer your obligations under these Terms or any Consulting Deed without our prior written consent.

Independent Legal Advice. We recommend you seek independent legal advice before executing a Consulting Deed or entering into any development partnership arrangement with Stone & Clay.

12. Contact Us

For any questions about these Terms, or to discuss an engagement: