Terms of Service

1. Who we are, and accepting these terms

• Who you contract with. Stemzo India Private Limited, at the address above. The stemzo.in website is run by a different business and has its own terms.
• How you accept. You accept these terms by ticking the unticked box “I agree to the Terms of Service and the Privacy Policy” when you create a workspace in the app (you cannot create one without ticking it), by signing or replying “agreed” by email to an order form, or by using the service after these terms have been made available to you at stemzo.ai/terms. An agreement made online in this way is a valid agreement. We record the version of these terms that you agreed to and the time, with your sign-up.
• Authority. If you accept for a company, you confirm that you are allowed to bind that company. The company is responsible for everything its people do in its workspace.
• Age. You must be 18 or over to use the service, and a company must not add anyone under 18 to a workspace. A person under 18 cannot make a binding contract.

2. The service, fees and payment

Stemzo provides software that distribution and trading businesses use to run deliveries, proof of delivery, attendance, approvals, payroll and related work. We try to keep it available and accurate but provide it as it is, and some features are still being built. Nothing on this website is a binding offer. Fees are those on the pricing page or in your order form, and are exclusive of applicable taxes, which are added where they apply and shown on the invoice. An invoice is payable by the date on it, or within 15 days if it shows none. If an invoice is unpaid we may suspend access after 7 days’ written notice to the company, and we restore it when the invoice is paid.

3. Your data and our roles

The company that uses Stemzo owns and controls the data it puts into its workspace, including its employees’ personal data. For that data the company is the Data Fiduciary and Stemzo is its Data Processor. We use it only to provide the service, on the company’s instructions, with security and confidentiality duties, and with the sub-processors listed on the sub-processors page. Our Data Processing Agreement (DPA) forms part of these terms for company data from the day the company starts using the service, so that a written contract is in place before processing starts; we send a signed copy on request to customer@stemzo.ai. Where the DPA and these terms differ on personal data, the DPA prevails. For its own data (website enquiries, account holders, billing), Stemzo is the Data Fiduciary; see the website privacy policy. How we handle workspace data is in the app privacy policy.

The company’s responsibilities as Data Fiduciary are: to tell its employees clearly what it records about them and why (we provide a notice template); to have a lawful ground for each kind of data; to add only people it may lawfully add, none of them under 18; to keep records accurate; to answer employees’ requests (we help); to set retention periods and not ask us to erase records the law requires it to keep; not to require anyone to give an Aadhaar number, to accept another identity document if a person does not wish to give an Aadhaar card, and to tell employees to cover the first 8 digits of the number before photographing the card; and not to use attendance, location or photo features to monitor a child.

4. Acceptable use, and the Grievance Officer

You must not use the service, or put into it, anything that: is unlawful, defamatory, obscene or harmful to others; infringes someone’s copyright, trade mark or other right; is false or misleading, or pretends to be another person; contains a virus or other malicious code; threatens the security, unity or integrity of India; or is data you have no right to collect. You must not monitor people in a way the law or your own notice does not allow, harass anyone, try to break, overload or probe the service for weaknesses, share access with people outside your company, or resell the service without our written permission. We may remove such content, or suspend access, and will tell you why where we can. We cooperate with lawful orders from courts and authorities.

If you think something in the service breaks these rules, or you have a complaint about the service or about your data, write to our Grievance Officer (details in section 14). We acknowledge a complaint within 24 hours and resolve it within 15 days, and a complaint about personal data within one month.

5. Intellectual property and licence

Stemzo owns the software and website. We give the company a non-exclusive, non-transferable licence to use the service for its own business while these terms apply. The company keeps all rights in its own data and gives us permission to process it only as needed to provide the service. Brand names shown belong to their owners.

6. Confidentiality

Each side keeps the other’s non-public business information confidential, uses it only for this agreement, and tells it only to people who need it and are bound to the same duty. This does not apply to information that is public, was already known, or must be disclosed by law (in which case the other side is told first where the law allows).

7. No warranty

To the extent the law allows, the service is provided “as is” and we do not promise that it will be uninterrupted or error-free. Nothing here removes a right that the law does not allow to be removed.

8. Liability, indemnity and force majeure

• Cap. Each party’s total liability to the other under these terms is limited to the fees paid by the company in the 12 months before the event that gave rise to the claim.
• Higher cap for data protection. For a breach of confidentiality or of data-protection duties caused by Stemzo’s breach of the DPA, Stemzo’s total liability is limited to 2 times those fees.
• What is never capped. No cap or exclusion applies to fraud, wilful misconduct, death or personal injury, or anything that the law does not allow to be limited. Neither side is liable for indirect or consequential loss, except where this paragraph or the law does not allow that exclusion.
• No shortened time limit. Nothing in these terms shortens the time the Limitation Act, 1963 gives anyone to bring a claim.
• Indemnity (mutual and limited). We cover the company against third-party claims that the service infringes intellectual property rights. The company covers us against third-party claims arising from its lack of a lawful ground or notice for the data it asks us to process, from adding people under 18, or from unlawful instructions. Each cover is subject to the caps above, prompt written notice, and control of the defence by the party giving the cover. A penalty imposed by the Data Protection Board of India or another authority is borne by the party whose breach caused it, to the extent the law permits; responsibility to the Board cannot be contracted away.
• Events outside our control (force majeure). Neither side is liable for delay or failure caused by natural events, war, a government order, a cyber attack that reasonable security measures would not have prevented, or an outage of a cloud provider or telecom network. The affected side tells the other within 5 working days. If the event lasts more than 30 days, either side may end the affected part of the service. Payment for services already delivered stays due.

9. Ending the agreement, and your data afterwards

Either side may end the agreement on 30 days’ written notice unless an order form says otherwise, or immediately if the other commits a material breach and does not fix it within 15 days of written notice. We may suspend access at once for serious misuse, with notice where practical. After the end, we return the company’s data (CSV or JSON, with the original files) if it asks, and delete it, within 30 days after the end date, except records the law requires us or the company to keep (for example payroll and tax records, for the periods in the retention section). Backup copies are deleted in their normal cycle and in any case within 90 days after that. We confirm deletion in writing on request. Sections that by their nature should continue (confidentiality, liability, indemnity, deletion, law and disputes) continue after the end.

10. Your personal data rights, and nominating someone

Your rights, how to use them, how long we take to reply (we aim for 15 days, resolve complaints within one month and always reply within 90 days) and how to complain, including to the Data Protection Board of India, are on the rights page. Nothing in these terms limits your right to complain to the Board, or any right you have under the Digital Personal Data Protection Act, 2023. Nomination: under that Act you may nominate another person to exercise your rights over your personal data if you die or become unable to act. To nominate someone, email the Privacy and Grievance Desk at customer@stemzo.ai with their name and contact details, from the email address registered with us. We record it with your data. If you are an employee in a company workspace, tell your employer as well, as it decides most of your records.

11. Law, disputes and stamp duty

• Law. These terms are governed by the laws of India.
• Talk first. If there is a dispute, one side gives the other written notice and the sides try to settle it by mediation for 30 days.
• Arbitration. If it is not settled, it goes to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996. The seat is Siliguri, West Bengal, and the language is English. The sides choose the arbitrator by agreement; if they have not agreed within 30 days of the request, the court appoints one under section 11 of the Act. Neither side may appoint the arbitrator alone, and an employee or adviser of a side may not act unless both sides waive this in writing after the dispute arises.
• Courts. The courts at Siliguri, West Bengal have exclusive jurisdiction over anything that is not referred to arbitration, and over interim relief and the supervision of the arbitration.
• Stamp duty. The sides will stamp a signed agreement where the law requires. If an agreement is not stamped when made, it stays admissible in evidence once the duty and any penalty are paid. Accepting online by clicking “I agree” needs no stamp paper.

12. Changes, notices and the rest

• Changes. We may change these terms. The version and date at the top change, we tell company administrators of material changes by email at least 30 days before they apply, and a change that reduces a company’s rights needs its acceptance again (for example by ticking “I agree”). Using the service after the date shows acceptance of a change that does not reduce rights. Earlier versions are available on request.
• Notices to us go by email to customer@stemzo.ai or by post to our registered office. Notices to you go by email to the address on your account.
• Whole agreement. These terms, the DPA and any signed order form are the whole agreement on this subject. If a clause is found unenforceable, the rest stands. A right not used on one occasion is not given up.

13. Version

Version 3.3, effective 6 October 2026, last reviewed 6 October 2026. It replaces version 3.2 of 6 October 2026. The terms themselves are unchanged; the version moves so that the whole set of stemzo.ai pages stays on one number, because the privacy policies now describe more completely what is deleted and when (enquiries, report files, daily screen counts and feedback), and, since version 3.2, an optional marketing consent (separate from agreeing to these terms and never a condition of the service) and consent-based website analytics. Version 3.1 added the sign-up tick box, the record of the version agreed to and the company's Corporate Identity Number. Version 3.0 added the liability, indemnity, termination, dispute-resolution and stamp-duty terms, the acceptable-use rules and the Grievance Officer.

14. Contact and Grievance Officer