Legal Hub

Definitions

Throughout these Terms:

• Services - OnStack's websites, the Client OS, the Command Centre, the WhatsApp Concierge, and all related products, software, hosting and support we provide.
• Storefront - your public-facing website, including its design, front-end code, copy and imagery.
• Client Data - the data you and your customers generate, such as accounts, orders, bookings and business records.
• Core Technology - OnStack's proprietary engines, including the Command Centre OS, the WhatsApp Concierge, and the quoting, booking, slot and routing systems, together with all related source code, models, logic and know-how.
• Fees - all amounts payable for the Services, including subscription fees, additional development time, and any handover fee.
• SOW - a Statement of Work or written quote describing the scope, deliverables and price for work beyond your plan's included allocation.
• Confidential Information - non-public information disclosed by either party, including the Core Technology, pricing, Client Data and business information.

The Prototype Protocol

OnStack operates a prototype-first model. After you submit your brief and brand assets, we may, at our discretion, engineer a custom preview of your build. This prototype is provided for evaluation only. All code, design and intellectual property created during the preview phase remain OnStack's exclusive property.

If a build tier is not selected and paid for within the window stated on your preview, the staging environment may be taken offline and permanently deleted. The preview timeline is a target we work hard to meet, not a contractual guarantee.

Ownership: Your Storefront & Data

Your build separates into two parts. Your Storefront and your Client Data become your exclusive property upon full and final payment for your build, with zero template lock-in. The proprietary engines that power advanced features are licensed rather than sold (see the next clause).

Until full payment is received, OnStack retains all rights in the work and may suspend or remove staging environments.

The OnStack Core Technology Licence

Certain capabilities are powered by Core Technology, which is licensed, not sold, and remains OnStack's exclusive and perpetual property. While your subscription is active and paid, you hold a limited, non-exclusive, non-transferable and revocable licence to use it to operate your business.

You may not copy, reverse-engineer, resell or sub-license the Core Technology. If your subscription lapses or is cancelled, the licence ends: the Concierge and Command Centre run to the end of your paid period and then switch off.

Automated Systems, AI & Messaging

The Concierge and Command Centre operate automatically and autonomously from the rules, prices, availability and content you configure, and may use automated and AI-assisted logic to quote, book, respond and route. We engineer them to be accurate and reliable, but automated systems can make errors. You are responsible for maintaining your own configuration and for any message, quote, booking or charge generated on your behalf, and you should monitor them.

To the fullest extent permitted by law, OnStack is not liable for loss arising from automated or AI-assisted outputs, mis-configuration, an incorrect quote or booking, missed or duplicated messages, or for any suspension, throttling or removal of your number or account by Meta or another platform. Operating the Services on the official Meta WhatsApp Cloud API does not guarantee uninterrupted messaging.

Hosting, Maintenance & Dev Time

After launch, hosted clients remain on a monthly subscription. It covers:

• Premium global edge-network hosting.
• SSL certificate management and domain routing.
• Up to three (3) hours per month of development time for minor content, image or inventory changes.

Unused development time does not roll over. Work beyond the monthly allocation is billed at R900 per hour and itemised on your next invoice. Feature expansions outside this scope are quoted separately before any work begins.

Fees, Invoicing & Late Payment

You agree to pay all Fees for the Services when due. Subscription Fees are billed monthly in advance and authorise recurring collection through our payment processor. Additional development time and work under an SOW are invoiced as incurred or as the SOW provides.

All Fees are payable in full, without deduction, set-off or counterclaim. Overdue amounts may accrue interest at the maximum rate permitted by law from the due date until paid, and we may suspend the Services for non-payment as set out below. Except where required by law or expressly stated otherwise, all Fees are non-refundable.

Your Responsibilities

You agree that:

• The information you provide is accurate and kept up to date.
• You own, or are licensed to use, all brand assets, content and materials you supply, and they do not infringe any third party's rights.
• You will keep your account credentials secure and are responsible for all activity under your account.
• Your use of the Services, including any WhatsApp messaging, complies with all applicable laws and the policies of the underlying platforms (such as the Meta WhatsApp Business and messaging policies).
• You have obtained and maintain all consents required to contact your own customers through the Concierge, and your messaging complies with POPIA, the Consumer Protection Act, 2008 and applicable marketing laws.
• You are responsible for the rules, prices, availability, content and instructions you configure in the Command Centre and Concierge, and for reviewing what they publish, quote or send on your behalf.

Acceptable Use

You may not use the Services to store or transmit unlawful, infringing, deceptive or harmful content; to send unsolicited or non-compliant messaging; to interfere with or compromise the Services; or to access, copy or reverse-engineer the Core Technology. We may remove content or suspend access that we reasonably believe breaches this clause.

Third-Party Services

The Services rely on reputable third parties, including payment processing (Paystack), hosting and database infrastructure, email delivery, code hosting, and the Meta WhatsApp Cloud API. Your use of features that depend on these providers is also subject to their terms. We are not liable for outages, changes or actions of third-party providers outside our reasonable control.

Availability & Support

We use commercially reasonable efforts to keep the Services available and to deliver previews and changes promptly, but we do not guarantee uninterrupted or error-free operation. We may perform maintenance, and will aim to minimise disruption. Timeframes quoted across the Services are targets, not warranties.

Intellectual Property & Licence to Us

You retain ownership of your brand assets and content. You grant OnStack a non-exclusive licence to host, reproduce and adapt those materials as needed to provide the Services. Unless you ask us in writing not to, we may reference your project and display non-confidential visuals in our portfolio and marketing.

Confidentiality

Each party may receive Confidential Information of the other. Both agree to keep it confidential, to use it only to provide or receive the Services, and to protect it with at least reasonable care. This does not apply to information that is or becomes public through no breach, was already lawfully known, is independently developed, or must be disclosed by law.

The Core Technology - including its source code, logic, models and know-how - is OnStack's Confidential Information and trade secret. Your confidentiality obligations in respect of it survive indefinitely.

Warranties & Disclaimers

Except as expressly stated and to the fullest extent permitted by law, the Services are provided "as is" and "as available" without warranties of any kind. Nothing in these Terms excludes or limits any rights you have under the Consumer Protection Act, 2008 or other laws that cannot lawfully be excluded.

Limitation of Liability

To the maximum extent permitted by law, OnStack is not liable for indirect, incidental, special, punitive or consequential loss, or for loss of profit, revenue, business, anticipated savings, data or goodwill, even if advised of the possibility.

In particular, and without limiting the above, we are not responsible for:

• loss caused by third-party platforms or providers outside our reasonable control, including the suspension, throttling or removal of your WhatsApp number or account by Meta;
• loss arising from automated or AI-assisted outputs, or from configuration, content, prices or instructions you supply;
• loss of or damage to data caused by factors outside our reasonable control; or
• any matter arising while the Services were used in breach of these Terms.

Our total aggregate liability arising out of or in connection with the Services is limited to the Fees you paid to OnStack in the three (3) months preceding the event giving rise to the claim. Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot lawfully be limited (including under the Consumer Protection Act, 2008).

Indemnity

You agree to indemnify and hold OnStack harmless against claims, damages and reasonable costs arising from your content, your use of the Services in breach of these Terms, or your infringement of any law or third-party right.

Suspension & Termination

We may suspend or terminate access for non-payment, material breach, or unlawful use, where possible after notice and an opportunity to remedy. On termination, the licence to the Core Technology ends and hosted environments are scheduled for removal, subject to the Offboarding clause below.

Offboarding & Handover

We never hold your business hostage. On cancellation we export your Client Data to you in full, and we can package and transfer your standalone Storefront repository with full ownership. Because the Core Technology is licensed, the proprietary engines (the Concierge, the Command Centre and the automated systems) are excised and withheld; the transferred storefront will then require new back-end development by a third party to regain automated functionality.

A one-time Handover Fee covers this engineering work: R6,500 for Launchpad and R10,500 for Pro Control. Once handover is complete, OnStack is not responsible for the site's performance, security or uptime.

Force Majeure

Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including outages of third-party infrastructure, network or platform failures, load-shedding or power failure, acts of government, natural disasters, or industrial action. Affected obligations are suspended for the duration of the event.

Assignment & Subcontracting

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms to an affiliate or successor (for example, in a merger, acquisition or sale of assets), and we may use subcontractors to help deliver the Services while remaining responsible for their work.

Notices

Notices to OnStack must be sent to dev@onstack.dev. We send notices to the email address on your account, so you must keep it current. An email notice is deemed received on the day it is sent, unless the sender receives a delivery-failure response.

Relationship of the Parties

OnStack acts as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship, and neither party may bind or incur liability on behalf of the other.

Feedback

If you give us feedback, ideas or suggestions about the Services, you grant OnStack a perpetual, irrevocable, royalty-free right to use them without restriction or any obligation to you. Any resulting improvement to the Core Technology remains OnStack's exclusive property.

Waiver & Severability

No failure or delay in exercising a right is a waiver of it, and a waiver is only effective if given in writing. If any provision of these Terms is found invalid or unenforceable, it will be limited or severed to the minimum extent necessary, and the remaining provisions stay in full force.

Survival & Entire Agreement

Clauses that by their nature should survive termination - including ownership, the Core Technology licence and its restrictions, confidentiality, Fees due, disclaimers, limitation of liability, indemnity and governing law - survive.

These Terms, together with any SOW, your selected plan and our invoices, are the entire agreement between you and OnStack and supersede all prior discussions or representations. Where there is a conflict, a signed SOW prevails over these Terms for the work it covers; otherwise these Terms prevail.

Governing Law & Disputes

These Terms are governed by the laws of the Republic of South Africa, and you consent to the jurisdiction of the South African courts. Before formal proceedings, both parties agree to attempt in good faith to resolve any dispute by negotiation, and may agree to refer it to mediation.

Nothing in this clause prevents either party from seeking urgent interdictory or injunctive relief - in particular, OnStack may do so to protect the Core Technology or its Confidential Information.

Changes to These Terms

We may update these Terms from time to time. For material changes we will provide reasonable notice through the Services or by email. Continued use after changes take effect constitutes acceptance.

Contact

Questions about these Terms can be sent to OnStack Engineering by email at dev@onstack.dev.