Last updated: 15 May 2026
These Terms of Service (the “Agreement”) govern the Customer’s access to and use of Stemma’s cloud-based financial software (the “Service”) provided by Stemma AI Ltd, a company incorporated in England and Wales with company number 17020896 and registered office at Forma House, 40 Bowling Green Lane, London, England, EC1R 0NE (“Stemma”, “we”, “us”). By (a) signing an Order that references this Agreement, (b) clicking to indicate acceptance, or (c) accessing or using the Service, the Customer agrees to be bound by this Agreement. The individual accepting does so on behalf of the Customer and represents that they have authority to bind it. The Order, any schedules and these Terms together form the Agreement. If there is a conflict, the Order prevails on commercial terms.
1. The Service
1.1 Service description. Stemma owns and provides cloud-based financial software for finance and procurement teams (the “Service”). Anything the Customer or its Users upload, input or generate through the Service is a “Customer Submission”, and the Customer is solely responsible for its Customer Submissions. The Service may include templates, help documents and other materials (“Stemma Content”). The Customer does not receive the code or software underlying the Service (the “Software”) or a copy of it.
1.2 Customer’s subscription. Subject to this Agreement, the Customer may subscribe to and use the Service as set out in one or more order forms or ordering screens that reference this Agreement (“Order(s)”), for the period stated in the Order (“Subscription Period”). Use is permitted only by individuals the Customer authorises, for the Customer’s own internal business purposes (“Users”).
1.3 Stemma’s ownership. Stemma owns the Service, Software, Stemma Content and everything else it provides (the “Stemma Materials”), and retains all intellectual property rights in them and in all related technology, updates and derivative works. There are no implied licences, and any rights not expressly granted are reserved.
1.4 Permissions and Affiliates. The Service contains settings allowing Users to grant other Users permission to perform tasks (“Permissions”). The Customer is solely responsible for setting and managing Permissions, and Stemma has no liability for the Permissions the Customer configures. The Customer may extend access to its Affiliates, in which case it is responsible for their compliance and for all related payment obligations, and any Affiliate claim must be brought by the Customer. “Affiliate” means an entity that controls, is controlled by, or is under common control with a party (control meaning ownership of more than 50% of the voting rights).
2. Restrictions
2.1 Customer’s responsibilities. The Customer is responsible for all activity on its Users’ accounts, except activity caused by a third party exploiting a vulnerability in the Service itself. The Customer will ensure its Users are aware of and bound by this Agreement and is responsible for their breaches.
2.2 Use restrictions. The Customer will not, and will not permit Users or third parties to: (a) copy, modify or create derivative works of the Service; (b) reverse engineer or attempt to derive the source code, non-public APIs or underlying algorithms of the Service, except to the extent this restriction cannot lawfully be excluded; (c) resell, sublicense, rent, lease or otherwise make the Service available to any third party other than Users; (d) remove or obscure any proprietary notices or Stemma branding; (e) use the Service in breach of applicable law; (f) attempt to gain unauthorised access to, interfere with or disrupt the Service, including by introducing malicious code or denial-of-service methods; (g) use the Service to build or assist a competing product; or (h) probe or test the vulnerability of the Service or any Stemma system. If the Customer’s use, in Stemma’s reasonable judgement, threatens the security, integrity or availability of the Service, Stemma may suspend access, using commercially reasonable efforts to give notice, limit the suspension to the accounts involved, and lift it once resolved.
2.3 API access. If Stemma provides one or more application programming interfaces (“APIs”), Stemma may set and enforce usage limits, and may suspend or cease providing API access at its discretion.
3. Customer Responsibilities
3.1 The Service is software that processes data provided by the Customer and produces outputs such as extracted data, classifications and proposed payment information.
3.2 The Customer remains solely responsible for reviewing and verifying all outputs before relying on them, and for authorising, approving and making all payments. The Service does not initiate or execute payments on the Customer’s behalf, and Stemma is not the Customer’s agent for any financial transaction. The Customer must maintain its own internal controls, approvals and authorisation processes.
3.3 Stemma gives no assurance as to the accuracy or completeness of any output, and is not responsible for any payment, mispayment, fraud, duplicate payment or financial loss arising from the Customer’s reliance on an output without the verification described in clause 3.2.
4. Third-Party Applications and Integrations
The Service may work with third-party products, services or applications that Stemma does not own or control, such as ERP, accounting or banking systems (“Third-Party Applications”). The Customer may choose to use them, and where needed will provide credentials to Stemma solely so the Service and the Third-Party Application can work together, warranting that it has the right to do so. Stemma does not endorse Third-Party Applications, this Agreement does not govern the Customer’s use of them, separate terms may apply, and the Customer uses them at its own risk. Stemma disclaims all liability arising from Third-Party Applications.
5. Payment Obligations
5.1 Fees. The Customer will pay the fees set out in the applicable Order (“Fees”), in the currency stated in the Order or, if none is stated, pounds sterling (GBP). Fees are payable annually in advance and, as expressly stated, are non-cancelable and non-refundable.
5.2 Payment. Stemma will invoice the Customer for the Fees, and the Customer will pay each undisputed invoice within 30 days of the invoice date.
5.3 Taxes. Fees are exclusive of VAT and any other taxes, which the Customer is responsible for paying, except for taxes on Stemma’s own income, property or employees.
5.4 Failure to pay. If the Customer fails to pay undisputed Fees when due, Stemma may suspend access to the Service on 14 days’ notice pending payment and may charge interest on overdue sums at 8% above the Bank of England base rate. The Customer must notify Stemma of any billing dispute within 60 days of the relevant invoice.
6. Term and Termination
6.1 Term and renewals. A subscription starts on the date in the Order and continues for the Subscription Period, renewing automatically for successive equal periods unless either party gives 30 days’ written notice before the end of the then-current period. This Agreement remains in effect for as long as any Order is in force.
6.2 Termination. Either party may terminate on written notice if the other materially breaches this Agreement and does not cure the breach within 30 days of notice, or becomes insolvent.
6.3 Effect of termination. On termination, the Customer’s right to access the Service ends. If the Customer terminates for Stemma’s uncured breach, Stemma will refund prepaid Fees for the remainder of the Subscription Period; if Stemma terminates for the Customer’s uncured breach, the Customer remains liable for Fees for the remainder of the period. On request within 30 days of termination, Stemma will make Customer Data available for export, after which it may delete it in accordance with the DPA.
6.4 Survival. Sections 1.3, 4, 5, 6, 7, 8, 9, 10 and 11 survive termination or expiry of this Agreement.
7. Warranties and Disclaimers
7.1 Stemma warranty. Stemma warrants that it will provide the Service with reasonable skill and care, and that during the Subscription Period the Service will perform materially in accordance with its documentation.
7.2 Customer warranty. The Customer represents and warrants that its Customer Submissions comply with all applicable laws.
7.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, AND STEMMA EXCLUDES ALL OTHER WARRANTIES, CONDITIONS AND TERMS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED TERMS AS TO SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR THAT OUTPUTS WILL BE ACCURATE OR COMPLETE.
8. Limitation of Liability
8.1 Nothing in this Agreement limits or excludes either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.
8.2 Subject to clause 8.1, neither party is liable for any loss of profit, revenue, anticipated savings, business or goodwill, loss or corruption of data, business interruption, or any indirect or consequential loss, whether in contract, tort (including negligence) or otherwise, and whether or not advised of the possibility.
8.3 Subject to clauses 8.1 and 8.2, each party’s total aggregate liability under or in connection with this Agreement in any 12-month period will not exceed the total Fees paid or payable by the Customer in that period.
8.4 The Customer acknowledges that these limitations are reasonable given the nature of the Service and the Customer’s responsibilities under Section 3, and that the Fees are set on that basis.
9. Confidentiality
9.1 Definition. Each party (the “Receiving Party”) may receive business, technical or financial information of the other (the “Disclosing Party”) that should reasonably be understood as confidential (“Confidential Information”). It excludes information that is or becomes public without breach, was already known, is received from a third party without breach, or is independently developed.
9.2 Protection and use. The Receiving Party will protect the Confidential Information with at least reasonable care, limit access to representatives who need it and are under equivalent obligations, and use it only to perform this Agreement. Either party may share the terms with prospective investors or acquirers under confidentiality.
9.3 Compelled disclosure. The Receiving Party may disclose Confidential Information if required by law, giving prior notice where legally permitted and reasonable assistance, at the Disclosing Party’s cost, if it wishes to contest the disclosure.
9.4 Feedback. If the Customer provides feedback about the Service, Stemma may use it freely and without obligation, except that Stemma will not identify the Customer as its source.
10. Data
10.1 User Information. To access the Service, the Customer and its Users provide information such as name, email, username and IP address (“User Information”). The Customer grants Stemma the right to process it to provide the Service, to address security or technical issues, as required by law, and as the Customer permits, and warrants it has the rights to provide it.
10.2 Customer Submissions. The Customer owns its Customer Submissions and grants Stemma a non-exclusive, worldwide, royalty-free licence to use and process them solely to provide the Service. No other licences are implied.
10.3 Service Data. As the Customer uses the Service, Stemma collects performance and operational data (“Service Data”). Provided it is aggregated and anonymised and reveals no User Information, Customer Submissions or other personal data, Stemma may use Service Data freely and owns it. This does not let Stemma identify the Customer as the source.
10.4 Data protection. User Information and Customer Submissions are together “Customer Data”. Stemma processes Customer Data in accordance with the DPA, which forms part of this Agreement and reflects UK GDPR and the Data Protection Act 2018, with the ICO as supervisory authority. Stemma maintains appropriate technical and organisational security measures; the Customer remains responsible for its own systems and backups.
10.5 AI and model training. Stemma does not use identifiable Customer Data to train its machine learning models for the benefit of other customers, except with the Customer’s prior written consent.
11. General Terms
11.1 Publicity. With the Customer’s prior written consent, Stemma may identify the Customer and use its name and logo on Stemma’s website and marketing materials.
11.2 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control.
11.3 Changes. Stemma may improve or change the Service from time to time, provided it does not materially reduce the core functionality the Customer has subscribed to. Stemma may make changes to these terms that are minor, administrative, or required to reflect changes in law, on at least 30 days’ notice, with the updated terms posted at Terms of Service at Stemma AI. For any other change to these terms that would materially and adversely affect the Customer, Stemma will give at least 30 days’ notice, and the change will take effect on the start of the Customer’s next renewal period; if the Customer does not agree to the change, it may notify Stemma before the change takes effect and the current terms will continue until the end of the then-current Subscription Period.
11.4 Relationship of the parties. The parties are independent contractors. This Agreement creates no partnership, agency, joint venture or employment relationship.
11.5 No third-party beneficiaries. A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999.
11.6 Notices. Notices must be in writing. Routine notices may be sent by email or through the Service; termination and breach notices must also be sent to the addresses on the Order by post or recorded email.
11.7 Amendment and waivers. Except as stated in clause 11.3, any amendment must be in writing and signed by both parties. No failure or delay in exercising a right is a waiver of it.
11.8 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the rest of the Agreement remains in effect.
11.9 Assignment. Neither party may assign this Agreement without the other’s consent (not to be unreasonably withheld), except that Stemma may assign in connection with a merger, reorganisation or sale of all or substantially all of its assets.
11.10 Governing law and jurisdiction. This Agreement is governed by the law of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
11.11 Entire agreement. This Agreement, including the Order and any schedules, is the entire agreement between the parties and supersedes all prior discussions and representations on its subject matter.