Terms and conditions

STEMMA ART (PTY) LTD

Last updated: 26 September 2026

Applies to stemma.art, the waitlist, and the Stemma service as each part of it is made available.

These terms are the agreement between you and STEMMA ART (PTY) LTD. Read them with the privacy notice at stemma.art. A lawyer should review this draft before it is relied on. The registered office, telephone number, and company registration number are not on file. They must be inserted in section 2 before any paid order. Until then, the Electronic Communications and Transactions Act 25 of 2002 can give a consumer a cancellation right that is wider than the ordinary cooling-off period.

1. Agreement

If you use the site, join the waitlist, or create an account, you agree to these terms. If you do not agree, do not use the service.

You must be 18 or older, and able to contract. If you use Stemma for a gallery, studio, or estate, you confirm that you have authority to bind that organisation.

"Consumer" in the Electronic Communications and Transactions Act means a natural person. Some rights in that Act apply only to consumers. The Consumer Protection Act 68 of 2008 applies to a transaction in South Africa unless an exemption applies. A juristic person whose asset value or annual turnover is at or above the Minister's threshold (R2 million at the date of these terms) is outside that Act. Nothing here waives a right that one of those Acts says we cannot waive.

2. Who we are

3. The service

Stemma is a record for a physical work.

• An artist, or a person that artist has authorised, can sign a certificate for a work.
• The certificate can be bound to an object with a secure tag and, where used, a surface check.
• The registry keeps hashes and events so a later reader can see that this signed file existed, and what custody events the parties recorded.
• A collection file can hold photos, condition notes, and values you enter, and can export a schedule for you to give to an insurer.

We release features over time. The waitlist and the public site are available now. Identity checks, certificates, custody, and checkout apply only when that part of the service is offered to you. A screen that is not available yet is not a promise that it will open on a date.

We provide software, records, and, when you order them, tags and issuance. We do not buy or sell the artwork. We are not a party to the sale of the work unless a later checkout screen says, in words, that we are.

4. What a certificate is, and what it is not

These sentences are part of the terms, and they are the sentences that belong on the record and in the product:

• The registry records agreements and custody events. It is not the deed to the physical work.
• Holding a registry record is not legal title. Title passes under the sale contract and delivery of the object.
• A verified person is bound to a key, and that key signed this record. That is not proof that the person painted the work, and it is not an art-historical opinion.
• The object bind is separate from the identity check. A failed object check means this object is not that record. It is not a finding about who made the work.
• No verified identity, no certificate of authenticity. An unverified account may keep an inventory record only.
• A registry token is not a certificate of authenticity. Transfer of a registry record is not transfer of the painting.
• An overdue custody status is an attested record that a return was not confirmed. It is not repossession, and it does not move title.
• We do not run a stolen-art register, and we do not offer fractional ownership.

Authorship on a certificate issued after an identity check is self-attested, unless a higher badge on that certificate says something narrower and true (for example that a gallery letter was seen, or that an estate issued the record). The public badge will say which rung was reached. We do not call anyone a cryptographically authenticated artist.

5. Accounts and keys

Sign-in is by passkey or by a one-time code. The passkey is the signing control. A specimen signature on the face of a certificate is not the cryptographic signature.

You keep the device and the recovery method. If you lose the issuing key, we do not email you a reset of that key. We can help you revoke it. Certificates already signed stay historically valid. New certificates from the lost key fail after revocation.

You are responsible for activity under your account until you tell us the device is compromised and we have had a reasonable time to revoke.

6. Who may issue

Issuing is allowed only at the tier we have actually checked:

A collector cannot check their own identity and then issue for an artist who is dead. A gallery mandate is revocable by the artist from the artist's own account. A pseudonym can be the public name. The legal person is checked in private.

You must not issue for a work you have no authority to certify. We may refuse, suspend, or revoke an issuing right if a namesake, a famous name, or a document does not support the claim. A human reviews those cases. The identity vendor does not decide that you are the painter.

7. Your content and copyright

You keep copyright in the work and in the photos you upload. You give us a licence to host, display, and make technical copies of what you upload, only so we can run the service and show what you chose to publish. The licence ends for unpublished material when you delete it, and it continues for a published certificate to the extent needed to keep that record checkable.

Signing a certificate does not assign copyright, and it does not waive moral rights under the Copyright Act 98 of 1978.

You confirm that you have the rights to the photos and text you upload, and that a custody or sale event you submit is accurate to your knowledge.

8. The registry and custody

When custody tools are offered, title and custody stay separate. A loan or a consignment moves custody. It does not move title. Title moves only when the sale contract says so and the object is delivered.

An acceptance on the registry is evidence of what the parties recorded. It is not a substitute for a written consignment contract where a jurisdiction requires one.

The registry cannot move the object, change legal title by itself, or decide a court case. An evidence pack (the offer, the acceptance, the due date, the last tag check, and the condition hashes) is a record you can give to a lawyer or an insurer. It is not a judgment.

Shipping, export licences, and insurance of the object stay with the parties. We do not arrange them unless a screen says we do.

9. Prices, payment, and tax

There is no charge for joining the waitlist.

When we sell a kit, an issuance, or another service, the screen will show the full price before you commit, including any tag, delivery, and tax that applies, and the way to pay. You can review the order, correct it, and withdraw before you place it, as section 43(2) of the Electronic Communications and Transactions Act requires.

Identity-check and registry costs are included in the issuance price. We do not add a separate registry fee.

On-platform payment, when checkout exists, settles the listed price between the parties. Shipping, tax, and export remain with the parties unless the checkout says otherwise. We do not hold your money, and we do not exchange crypto assets, unless a later payment schedule says so in plain words before you pay.

VAT, if we are registered, is shown at checkout. Export and import formalities are yours.

10. Cooling-off, returns, and refunds

Electronic Communications and Transactions Act, section 44. If you are a consumer, you may cancel a transaction without reason and without penalty:

• for goods, within seven days after you receive them
• for services, within seven days after the agreement is concluded

The only charge for returned goods is the direct cost of sending them back. If you already paid, we refund you within 30 days of the cancellation.

Section 42(2) exclusions. Section 44 does not apply where the Act excludes it. The exclusions that matter here are:

• a service that, with your consent, began before the seven days ended (for example an identity check you asked us to start)
• goods made to your specification, clearly personalised, or which by their nature cannot be returned (a certificate already issued for a named work, and a tag already encoded and bound to that work)
• computer software you have unsealed, to the extent a court treats a downloaded tool that way

Unused, unencoded tags are ordinary goods and may be returned under section 44. A certificate that has already been signed and published is personalised and is not returnable as stock. We can still revoke a key or mark a record, under section 5.

If we have not given you the section 43 information. If we offer a paid electronic transaction without the information in section 2 of these terms, section 43(3) lets a consumer cancel within 14 days of receiving the goods or services. That is one reason the address, telephone, and registration number must be filled in before the first paid order.

Direct marketing. If a sale comes from direct marketing and section 44 does not apply, the Consumer Protection Act section 16 may give you five business days to rescind. We will not charge a penalty for that rescission.

Other consumer rights. These periods do not reduce any right the Consumer Protection Act or another law gives you.

11. Royalties

South Africa has no artist resale right in force. A resale payment is only what the parties contract for.

If checkout is offered, a resale that settles on Stemma follows the split shown before the parties agree. A resale that happens off the service is not collected by us. We cannot make an auction house pay. The United Kingdom and the European Union have their own statutory resale rights. Those statutes apply on their own terms. We do not administer them.

12. Insurance and value

Values in a collection file are figures you, or a valuer you name, entered. We do not appraise, we do not insure, and we do not give financial advice. An export is a schedule you can hand to an insurer. It is not a policy and not a guarantee of value. A condition comparison is your note against your photos. We do not decide that a work is damaged.

13. Acceptable use

You must not:

• issue a certificate without authority, or for a work you do not have the right to certify
• upload a document that is not yours, or a liveness check of another person
• try to break a tag, clone a tag secret, or present one object as another record
• scrape the service in a way that degrades it, or attack the sign-in
• use the service to launder money or to hide the proceeds of crime
• present Stemma as a deed, a title guarantee, or an insurer

We may suspend issuing, revoke a key, or close an account if you do these things. Revocation is recorded. It does not erase the historical signature.

14. Our intellectual property

The Stemma name, the seal, and the software are ours or are licensed to us. These terms do not give you that intellectual property. You may use the seal we give you to show a record that is actually on the registry, and not to imply a certificate that was not issued.

15. Availability, and if the company stops

We aim to keep the service available. We do not promise uninterrupted access. Maintenance, a vendor outage, or a legal order can interrupt it.

A published certificate is designed so a reader can check the signature and the timestamp with the file and open tools, without our site. If we stop operating, that check is the record. A feature that works only through our live site is not that record, and we will not describe it as if it were.

16. Liability

We are liable for death, personal injury, or fraud caused by our gross negligence or wilful misconduct, and for any liability a law does not allow us to limit. That includes rights under the Consumer Protection Act, the Electronic Communications and Transactions Act, and POPIA, where those Acts apply to you.

Otherwise, and to the extent the law allows:

• the registry, a certificate, and a custody status are records, not a guarantee of title, authorship, condition, or value
• we are not liable for a sale, a loan, a shipment, or a dispute between an artist, a gallery, and a collector, except to the extent we failed to record what the service was supposed to record
• we are not liable for loss of a key you did not recover, or for a tag that was removed from the object
• our aggregate liability arising out of a paid service, other than liability that cannot be limited, is limited to the fees you paid us for that service in the three months before the claim

We do not exclude liability in a way that section 48 or section 51 of the Consumer Protection Act would treat as unfair.

17. Suspension

We may suspend an account or an issuing right if we reasonably believe these terms are broken, a check failed, or the law requires it. We will tell you unless a law or a security risk says not to. You may close your account by writing to studio@stemma.art. Closing the account follows the privacy notice, including the limit on a hash already published.

18. Changes

We may change these terms. We will change the date at the top, and if we have your email and the change is material, we will tell you before it applies to you. If you keep using the service after the date we stated, you accept the change. A change does not rewrite a custody or sale event already accepted. Those stay on the terms that were shown when the parties agreed.

19. Law and disputes

The law of the Republic of South Africa governs these terms. The courts of South Africa have jurisdiction. If you are a consumer outside South Africa, you keep the mandatory protections of your country of residence. Those protections win where they must.

Write to studio@stemma.art first and give us a reasonable time to answer. You may also use the National Consumer Commission where the Consumer Protection Act gives you that route, and the Information Regulator for a privacy complaint, as the privacy notice describes.

We do not require arbitration that blocks a consumer forum or a court.

20. Contact

STEMMA ART (PTY) LTD

studio@stemma.art

https://stemma.art