The accepted record controls the service
While Stemma hosts your system, we correct defects in the agreed functionality without extra professional-service fees. New features and changes required by outside platforms are handled separately. See the full promise under Warranties and third-party services.
The SG-STC-2026.3 Standard Terms below apply to new agreements that identify this version. Earlier agreements keep their accepted terms unless both parties agree to a change. A proposal, statement of work, engagement letter or accepted governed quotation identifies the applicable commercial and service-specific record.
For a conventional proposal, the document order in clause 1 applies. For an Instant Engagement, the accepted governed quotation is the Proposal for purposes of the Standard Terms and expressly incorporates this Instant Engagement schedule. If the records conflict, an accepted written change order prevails, followed by the exact accepted quotation and its frozen Service Product policy, then this schedule, then the Standard Terms.
EngOS records the exact product version, quotation content hash, scope, price, tax, cancellation policy, terms version, accepting identity and timestamp. A later website or catalogue change does not rewrite that accepted record.
Instant Engagements and Service Products
This schedule applies only where the website issues a governed Instant Engagement quotation for a published Service Product and the customer affirmatively accepts it. It modifies clauses 5 and 16 of the Standard Terms only to the extent required by the accepted Service Product's displayed payment, booking, cancellation and refund rules.
Estimate Engine outputs are indicative planning information, not an offer, certification, professional deliverable or binding quotation. A Service Product quotation is available only when EngOS determines that the request satisfies the product's version-controlled eligibility, inputs, scope and risk boundaries. Incomplete, unusual or ineligible work moves to controlled engineering and commercial review and cannot be purchased automatically.
The accepting person confirms that the supplied information is accurate, that they have authority to bind the named client, and that the request stays within the displayed boundary. The engagement is formed when EngOS records acceptance of the exact valid quotation, subject to any stated commercial-clearance requirement.
The frozen quotation replaces general payment defaults
The accepted quotation states the currency, subtotal, VAT treatment, VAT amount where applicable, total, validity period, inclusions, exclusions, prerequisites and any governed travel or duration component. That recorded total and the Service Product's payment model replace the Standard Terms' default invoice timing where they differ.
Only a Service Product whose frozen commercial model is prepaid creates a hosted payment step. Where Paystack checkout is offered, Paystack processes the payment; Stemma remains the supplier of the professional service. Stemma and EngOS do not receive the card or bank credentials entered at checkout. EngOS treats payment as complete only after it verifies the provider result against the accepted quotation and unique transaction reference.
An abandoned, expired, cancelled, failed or unverified checkout is not completed payment and does not cancel or alter an accepted service by itself. Payment reversals, refunds and credits require a separate governed financial record. See Pricing and Delivery and the Refund Policy.
The displayed Service Product policy applies
The accepted Service Product defines the delivery mode, delivery or session duration, required preparation, minimum booking notice, booking horizon, required client inputs, completion evidence, cancellation notice, rescheduling notice, no-show charge and refund rule. Available dates depend on verified commercial clearance, complete inputs, engineer capacity and those frozen controls. A date is confirmed only when the scheduling workflow records a booked slot.
A cancellation or reschedule request recorded before the applicable displayed cutoff is handled under the product policy. A request inside the cutoff requires Lead review and is not an immediate or guaranteed cancellation. A client no-show is subject to the percentage stated in the accepted product and any exception requires separately governed approval.
Cancellation and refund are distinct records. The Cancellation Policy determines the booking or delivery outcome; the Refund Policy determines the financial outcome. An approved refund or credit uses the accepted currency, cannot exceed the accepted total and must be recorded against the engagement and payment reference.
Standard Terms and Conditions for Professional Services
These Standard Terms and Conditions apply to each proposal, statement of work or engagement letter that identifies them by version (the Proposal). The Proposal and these Terms form the Agreement between Stemma Global (Pty) Ltd (Stemma) and the person or entity identified as the client in the Proposal (Client).
The wording below is the deterministic EngOS contract text for this version. Project-specific departures are valid only through the document hierarchy stated in clause 1.
1. Agreement and interpretation
In the Agreement, Stemma means Stemma Global (Pty) Ltd. Use of the shortened name Stemma is a defined reference to that legal entity and not to any individual, affiliate or separate business.
The Agreement consists of the Proposal, these Terms, any expressly incorporated schedules, and any written change order signed or otherwise accepted by authorised representatives of both parties.
If documents conflict, a signed change order prevails, followed by the Proposal, then these Terms. Project-specific departures apply only where the Proposal identifies the clause being changed and states the replacement wording.
Nothing in the Agreement excludes or restricts rights or remedies that cannot lawfully be excluded, including applicable consumer-protection rights. These Terms apply prospectively to engagements incorporating this version; an existing agreement changes only by an agreed variation.
Headings are for convenience. Business day means a day other than a Saturday, Sunday or South African public holiday.
2. Appointment, scope and professional standard
Client appoints Stemma to perform the services and produce the deliverables described in the Proposal. Stemma accepts the appointment subject to the Agreement.
Stemma will perform the services with the reasonable skill, care and diligence ordinarily expected of a competent professional services provider performing comparable work in South Africa. Unless expressly stated, Stemma does not warrant a particular commercial, technical, regulatory or operational outcome.
Dates and estimates depend on timely Client decisions, access, information and third-party performance. A date is binding only if the Proposal expressly calls it a fixed commitment.
3. Client responsibilities and reliance
Client will provide accurate and complete information, timely access, competent contacts, decisions, approvals, site conditions and systems reasonably required for the services.
Stemma may rely on information supplied by Client and third parties unless the Proposal includes independent verification. Client remains responsible for operational decisions, legal and regulatory compliance, and safe implementation of recommendations.
Client will promptly identify information subject to special secrecy, export-control, data-residency, safety or sector-specific restrictions before disclosure.
4. Changes and additional services
Either party may propose a change to scope, assumptions, dependencies, programme, deliverables or fees. Stemma need not begin changed work until the effect on time, cost and risk is recorded in a written change order.
Work requested outside the agreed scope is an additional service. Where urgent action is reasonably necessary to protect people, property, data or continuity, Stemma may take proportionate protective action and will notify Client as soon as practicable.
5. Fees, taxes and payment
Client will pay the fees and approved expenses stated in the Proposal. Time-based work is measured using Stemma's governed time records and the rates incorporated in the Proposal or applicable rate card.
Unless the Proposal states otherwise, invoices are due within 30 calendar days of invoice date, without set-off or deduction. Client must raise a good-faith invoice dispute with reasons within 10 business days and pay the undisputed portion when due.
Amounts exclude VAT and similar taxes unless expressly stated. Stemma will charge VAT only when lawfully required and will show it separately on a valid tax invoice. Client remains responsible for taxes imposed on Client's purchase or use of the services, excluding taxes on Stemma's net income.
Overdue undisputed amounts may bear interest from the due date at the lower of the South African prime lending rate plus two percentage points and the maximum rate permitted by law. Stemma may suspend affected services after reasonable written notice while an undisputed amount remains overdue.
6. No-fee exploratory work gate
This clause applies only where the Proposal expressly selects the no-fee exploratory work option. Stemma will perform the identified exploratory activity without professional fees up to the stated decision gate. No feasibility, success or production outcome is guaranteed.
Stemma will stop at the decision gate and provide the agreed findings or recommendation. No billable implementation or further delivery begins, and Client is not bound to the Proposal's payment obligations for that later work, until Client gives written go-ahead through an authorised representative.
Following written go-ahead, the Proposal's commercial terms apply prospectively to work performed after the gate. Stemma will not incur third-party cost during exploration without Client's prior written approval. Client may decline to proceed without a cancellation fee for the exploratory activity.
7. Acceptance of deliverables
Client will review each deliverable within 10 business days after delivery, or the period stated in the Proposal, and either accept it or identify material non-conformities against the agreed acceptance criteria.
Stemma will correct a properly notified material non-conformity within a reasonable period. A deliverable is accepted when Client confirms acceptance, uses it for its intended operational purpose, or does not identify a material non-conformity within the review period.
8. Intellectual property, software and hosted access
Client Materials means data, models, drawings, images, branding, content and other materials supplied by or on behalf of Client. Client retains its rights in Client Materials and grants Stemma only the rights needed to perform, secure and support the agreed services. Client warrants that it may authorise that use. Client Materials do not become Stemma property merely because they are uploaded or processed.
Stemma Technology means the source and object code, scripts, programs, algorithms, libraries, application programming interfaces, data-processing pipelines, automation logic, software architecture, deployment and infrastructure definitions, development tools, reusable configurations, templates, documentation of internal implementation and related know-how owned or lawfully controlled by Stemma. It includes modifications, adaptations, extensions and improvements developed in performing the Agreement, whether bespoke, separately priced or funded by Client. As between the parties, Stemma retains all rights in Stemma Technology, subject to third-party rights and applicable law.
The deliverables comprise only the client-facing outputs and service functionality expressly identified in the Proposal. Development, implementation, integration, configuration, commissioning or payment for software does not include delivery or assignment of Stemma Technology. Source repositories, source code, build files, signing keys, credentials, deployment scripts, server administration access and development environments are excluded. References to a tool, system, application, automation or software deliverable grant the agreed right of use, not ownership of its implementation. Client has no implied right to source-code disclosure, escrow, self-hosting or transfer to another operator.
After payment of the applicable fees, Client receives a non-exclusive, worldwide licence to use, reproduce and adapt the supplied reports, drawings, generated data and other expressly identified client-facing outputs for the agreed business purpose, including sharing them with Client's project participants, advisers and authorities for that purpose. This licence continues for outputs already paid for after the service ends. It excludes embedded or underlying Stemma Technology except to the limited extent necessary to use the supplied output as intended. Client remains responsible for professional review and authorisation of its outputs.
For hosted services, Client receives a non-exclusive right for its authorised users to access the agreed functionality through the designated interface during the agreed, paid service term and within the agreed usage limits. Code may execute on infrastructure controlled by Stemma or its approved providers. Access does not confer possession of that code or rights over the hosting environment. A perpetual licence to downloaded outputs is not a perpetual hosting or software-access entitlement. Before production activation, the parties must record the service term, fees, usage limits, supported inputs and versions, hosting and processing locations, support arrangements and data-retention/export arrangements. No unlimited hosting, compute capacity or availability commitment is implied by a development fee.
Any expressly supplied executable, connector or client-side component is licensed only in executable form for the agreed users, systems, purpose and term. Except as permitted by non-excludable law or an applicable third-party licence, Client must not copy or modify Stemma Technology, extract or attempt to derive its source code, reverse engineer, decompile or disassemble it, bypass access controls, remove proprietary notices, sublicense, resell or make it available to unauthorised persons. This restriction does not prevent Client using its own data, independently developing its own solutions without misuse of Stemma Technology, or exercising mandatory statutory rights.
Updates, enhancements, new versions, expanded compatibility and ongoing maintenance are included only to the extent expressly agreed and paid for under the Proposal or a subsequent support or change agreement. An update does not transfer ownership or enlarge the licence unless expressly agreed. This clause does not remove Stemma's obligation to correct a properly notified material non-conformity under clauses 7 and 13 or any non-excludable statutory remedy.
Stemma may reuse, develop, license and commercialise Stemma Technology for other purposes and customers, provided it does not disclose or misuse Client Materials or Client Confidential Information. No exclusivity is implied. Any exclusivity or assignment of identified intellectual property, or source-code delivery obligation, requires a separate express written provision signed by authorised representatives, identifying the specific materials, rights, consideration and departure from this clause 8. Generic references to ownership, bespoke development, work product or handover do not override this clause.
Third-party and open-source components remain subject to their applicable licences; Stemma will identify material licence conditions affecting Client's authorised use. Stemma cannot transfer rights it does not own, and these Terms do not restrict rights those licences require to be granted. Client-specific outputs and data remain subject to any applicable third-party rights.
On expiry or termination of hosted access, Client may retain its paid outputs and its own data. Stemma will provide a reasonable opportunity, ordinarily at least 30 calendar days unless prohibited by law or prevented by an urgent security risk, to export Client Materials and available outputs in the agreed formats. Additional migration or conversion services are separately chargeable by agreement. Transition assistance does not include Stemma source code, credentials or deployment environments. Retention and deletion remain subject to clauses 9 and 11 and the agreed data-processing arrangements.
9. Confidentiality
Each recipient will keep the other party's non-public commercial, technical, operational, personal and project information confidential, use it only for the Agreement, and disclose it only to people and approved service providers who need it and are bound by appropriate confidentiality duties.
Confidential Information excludes information the recipient can show was lawfully known without restriction, independently developed without use of the information, lawfully received from another source, or public through no breach. A legally compelled disclosure is permitted after prompt notice where lawful and reasonable cooperation to limit disclosure.
On reasonable request, the recipient will return or securely delete Confidential Information, subject to legal, insurance, professional-record and backup retention requirements. Continuing retained copies remain protected.
10. Enterprise AI and information protection
Where the Proposal selects the confidentiality and enterprise-AI undertaking, Stemma may submit only the minimum necessary Client Confidential Information to approved enterprise-grade large language model services whose contractual and technical settings provide that submitted customer content is not used to train shared or foundation models and is not made public.
Stemma will not place Client Confidential Information into consumer or public AI services. Access will be limited to authorised personnel and approved operators or subprocessors with written confidentiality and data-protection obligations. Stemma remains responsible for reviewing AI-assisted work before it is used as a deliverable.
Client may identify information that must not be processed by an AI service. The parties will agree a workable alternative or scope adjustment before that information is processed.
11. Personal information and security
Each party will comply with applicable data-protection law, including the Protection of Personal Information Act 4 of 2013 (POPIA), in relation to personal information it processes under the Agreement.
Where Stemma acts as an operator for Client, Stemma will process personal information only for the agreed purpose and lawful instructions, preserve confidentiality, maintain appropriate reasonable technical and organisational safeguards, and notify Client without undue delay after becoming aware of a relevant security compromise.
Any cross-border processing or operator appointment will be managed consistently with applicable POPIA requirements. Client warrants that it has a lawful basis to provide personal information and will give required notices to data subjects.
12. Personnel, subcontractors and client systems
Stemma controls how its personnel perform the services and may use suitably qualified subcontractors. Stemma remains responsible for subcontracted performance and will impose appropriate confidentiality, security and data-protection obligations.
Client will provide safe access and relevant policies for Client sites and systems. Stemma may stop work where conditions present an unreasonable safety, security, ethical or legal risk.
13. Warranties and third-party services
Stemma warrants that, at delivery, its original deliverables will materially conform to the Proposal. The correction remedy in clause 7 is Client's primary remedy for breach of this warranty.
While Stemma hosts and operates a production system it built for Client under an active hosting arrangement, Stemma will investigate and correct, without additional professional-service fees, a reproducible defect in Stemma-authored functionality that causes the system to fail materially against the agreed scope or supported operating conditions. This commitment includes latent defects found after acceptance and continues for as long as Stemma hosts that system. Client will describe the fault and provide reasonable access and information needed to reproduce it. Stemma will prioritise the response according to impact, take reasonable steps to restore the affected functionality, and provide a practical workaround where available while a correction is prepared.
This defect-fix commitment does not include new features, changed requirements, correction of Client data, unauthorised modifications, or work made necessary by changes or failures in third-party platforms, operating systems, browsers, application programming interfaces or Client-managed systems. Stemma will explain the distinction and seek Client approval before charging for a separate update. A foreseeable failure in Stemma's own implementation under the agreed supported conditions remains Stemma's defect to correct. This commitment does not reduce any remedy that cannot lawfully be excluded.
Third-party platforms, cloud services, software, models, data and infrastructure are subject to third-party availability and terms. Stemma is not responsible for a third-party change or failure outside its reasonable control, but will provide reasonable assistance to mitigate its effect as an additional service unless the Proposal states otherwise.
14. Liability
Neither party is liable to the other for indirect or consequential loss, loss of profit, revenue, anticipated savings, goodwill or opportunity, or loss or corruption of data, except to the extent such exclusion is prohibited by law.
Subject to the exclusions below, each party's aggregate liability arising from a Proposal is limited to the fees paid or payable under that Proposal during the 12 months preceding the event giving rise to liability.
The exclusions and cap do not apply to fraud or wilful misconduct, death or personal injury caused by negligence, infringement arising from unauthorised use of the other party's intellectual property, breach of confidentiality, or liability that cannot lawfully be limited. Each party must take reasonable steps to mitigate loss.
15. Indemnities
Stemma will defend a third-party claim that an original deliverable, used as authorised, infringes South African intellectual-property rights, and will pay finally awarded damages or an approved settlement. Stemma may procure continued use, modify or replace the affected item, or terminate it and refund the unused portion of the applicable fee.
The indemnity does not cover Client materials, Client instructions, unauthorised modification or use, combination not supplied or approved by Stemma, or third-party and open-source components. Client will defend third-party claims arising from Client materials, unlawful instructions or use outside the Agreement.
16. Suspension and termination
Either party may terminate a Proposal for material breach not remedied within 10 business days after written notice, or immediately for insolvency, unlawful conduct or an unmanageable safety or security risk.
Client may terminate for convenience on 10 business days' written notice. Client will pay for conforming work performed, non-cancellable commitments and reasonable demobilisation up to the termination date, but not for unperformed work.
On termination, each party will return the other's property and provide reasonable transition cooperation at the agreed rates. Clauses intended by their nature to survive, including payment, confidentiality, intellectual property, liability, dispute and records, continue.
17. Force majeure
A party is not liable for delay caused by an event beyond its reasonable control, provided it promptly notifies the other party, takes reasonable steps to mitigate, and resumes performance when practicable. Payment for services already performed is not excused.
If material force majeure continues for more than 30 days, either party may terminate the affected work on written notice without penalty, subject to payment for work already performed and unavoidable commitments.
18. Compliance, conflicts and ethics
Each party will comply with applicable anti-bribery, sanctions, export-control, employment, safety and professional laws. Neither party will require the other to conceal, falsify or improperly certify information.
Stemma will disclose an identified material conflict of interest and may implement reasonable safeguards, decline or terminate affected work where the conflict cannot be responsibly managed.
19. Records, notices and electronic contracting
EngOS and related governed systems may retain proposal revisions, approvals, delivery evidence, time records and communications as business records. Electronic records and communications may be used as evidence to the extent permitted by the Electronic Communications and Transactions Act 25 of 2002 and other applicable law.
A notice must be sent to the email or physical address stated in the Proposal. Operational email is received when capable of being retrieved at the recipient's designated address, unless the sender receives a delivery failure. Termination, breach and legal-process notices must also be clearly marked as formal notice.
20. Disputes and governing law
The parties will first refer a dispute to authorised senior representatives for good-faith negotiation. If unresolved after 10 business days, either party may propose mediation before commencing proceedings, without preventing urgent interim relief.
The Agreement is governed by the laws of the Republic of South Africa. The parties consent to the jurisdiction of the South African courts having jurisdiction over the dispute.
21. General
Neither party may assign the Agreement without the other's prior written consent, not to be unreasonably withheld, except to an affiliate or successor to substantially all relevant business that can perform the obligations.
The parties are independent contractors. Nothing creates employment, partnership, agency, fiduciary duty or authority to bind the other party.
A waiver must be written and applies only to the specific instance. If a provision is unenforceable, it will be limited to the minimum extent necessary and the remainder continues. The Agreement is the entire agreement about its subject and may be varied only in a record accepted by authorised representatives of both parties.