Terms and Conditions

These terms govern every use of Stratum ESG, the ESG reporting platform of Beta Clean (Pty) Ltd of Gaborone, Botswana. Every user must accept them, together with the Data Protection Statement and the Privacy Statement, before using the platform, and again whenever a new version is published.

1. Acceptance

1.1 Who is bound. These terms bind (a) the organisation that holds a Stratum ESG workspace ("the Customer"), and (b) every individual who signs in to the platform ("a User"), whether as a member of a Customer, a partner, an auditor or otherwise.

1.2 How you accept. You accept by ticking the acceptance boxes, typing your full name as your electronic signature and selecting I accept on the platform. A User who accepts on behalf of a Customer confirms that they have authority to bind it.

1.3 Record of acceptance. Beta Clean records the version of each document accepted, your name as typed, the date and time (UTC), your IP address and your browser. That record is kept for the life of your account and 8 years after it closes. It is evidence of your agreement under the Electronic Communications and Transactions Act.

1.4 Documents that form the agreement. These terms, the Data Protection Statement, the Privacy Statement, the published price list (Product Catalogue) and any signed order or proposal. If they conflict, a signed order prevails, then the Data Protection Statement on personal data, then these terms.

1.5 If you do not accept, you may not use the platform. Access stays blocked until you accept the current version of all three documents.

2. Definitions

3. Accounts, registration and approval

3.1 Each User needs their own account in their own name, using a work email address they control. Accounts may not be shared.

3.2 A new Workspace stays pending until Beta Clean approves it. Before approval, the Customer must give accurate company and tax details (KYC), including its CIPA registration, BURS TIN, VAT status, directors and beneficial owners of 10% or more, with supporting documents.

3.3 Beta Clean may approve or decline a Workspace at its discretion, and may ask for further information at any time to meet its legal obligations.

3.4 On approval, Beta Clean sets the Plan and may credit welcome Tokens. Welcome Tokens have no cash value.

3.5 The Customer must keep its KYC details current and tell Beta Clean within 10 business days of a change in ownership, directors, address, bank or VAT status.

3.6 A listed company may have only one Workspace. Anyone wanting access to an existing listed-company Workspace must be invited by its owner.

4. Users, roles and the Customer's responsibilities

4.1 The Customer decides who may use its Workspace and in which role (owner, admin, reviewer, contributor or auditor), and is responsible for everything done under its Workspace.

4.2 The Customer must keep at least one owner, remove Users who leave, and review access regularly.

4.3 The Customer is responsible for the accuracy, completeness and lawfulness of Customer Data, for the emission factors and methods it chooses, and for what it publishes from the Platform.

4.4 Each User must keep their password, authenticator app, passkey devices and sign-in links private, and tell the Customer's owner and Beta Clean at once of any suspected misuse.

4.5 An auditor invited by the Customer acts for the Customer under these terms, and may only read what the auditor role allows.

5. Plans, Tokens, fees and payment

5.1 Charges. Every active Workspace pays the SLA fee of 1,000 Tokens (P100) per day, and 1 Token (P0.10) per Click. Prices are in Botswana Pula and listed in the current Product Catalogue.

5.2 Prepayment. Tokens are bought in advance by electronic transfer, from P100 (1,000 Tokens). Tokens are credited when payment reaches Beta Clean's account, and a receipt is issued. Tokens are not refundable and have no cash value, except as required by law or on termination under clause 16.5.

5.3 Metering. Clicks are counted by the Platform and recorded per User per day. The Platform's records are conclusive unless the Customer shows they are wrong.

5.4 Invoices. Beta Clean issues an invoice for each month, dated its last day, setting out SLA days and Clicks used. Invoices are payable within 7 days. Professional services are quoted and invoiced separately.

5.5 VAT. Beta Clean is not registered for VAT at the date of this version, and charges none. If it registers, it will issue tax invoices and VAT will apply as the law requires from the date of registration; prices are stated inclusive of any VAT unless an order says otherwise.

5.6 Low or nil balance and late payment. The Platform warns when the balance is low. If the balance runs out or an invoice is overdue, Beta Clean may suspend the Workspace under clause 16 until the account is brought up to date.

5.7 Plans. The Plan sets limits such as active sites and frameworks. Beta Clean changes a Plan on request. Beta Clean may change prices on 30 days' notice; a change never affects Tokens already bought.

6. Acceptable use

You must not:

1. Upload anything unlawful, infringing, malicious or that you have no right to share.
2. Enter figures or evidence you know to be false, or use the Platform to mislead investors, lenders, regulators or the public.
3. Try to access another Workspace, bypass role limits, the three-factor upload checks, rate limits or metering, or probe the Platform for weaknesses without Beta Clean's written permission.
4. Copy, resell, frame or reverse engineer the Platform, or build a competing product from it.
5. Use automated tools against the Platform other than the ERP API with a valid key.
6. Upload special categories of personal data (such as health records of named individuals) beyond what your reporting genuinely needs.

Beta Clean may remove content or suspend access that breaches this clause, and will tell the Customer why unless the law prevents it.

7. Customer Data

7.1 Customer Data belongs to the Customer. Beta Clean gets only the rights it needs to host, process, back up, secure and support it, and to produce the documents the Customer asks for.

7.2 Where Customer Data includes personal data, the Customer is the controller and Beta Clean the processor, on the terms of the Data Protection Statement.

7.3 Beta Clean does not sell Customer Data, does not use it to market to anyone, and does not show it to Partners. Partners see only a Customer's name, status and billing.

7.4 Beta Clean may use aggregated, anonymised usage statistics that identify no Customer or person to run and improve the Platform.

7.5 Every change to Customer Data is recorded in the Workspace's tamper-evident audit log, which cannot be edited or deleted by anyone, including Beta Clean.

8. Service, support and availability

8.1 Beta Clean will provide the Platform with reasonable skill and care, and will aim to keep it available at all times except for planned maintenance and events outside its reasonable control.

8.2 Planned maintenance that may interrupt service will be announced at least 48 hours in advance where practical, and scheduled outside 07:00 to 18:00 Botswana time on business days.

8.3 Support is available from Gaborone by email ([email protected]) and phone (+267 77402001) on Botswana business days, 08:00 to 17:00 Botswana time. Beta Clean aims to respond within one business day.

8.4 Any service-level commitments for availability and recovery agreed with a Customer are set out in its signed order or proposal, and form part of these terms.

8.5 Beta Clean may improve, change or withdraw features. It will give 30 days' notice before withdrawing a feature the Customer relies on for reporting.

9. Security

9.1 Beta Clean protects the Platform with the measures described in the Data Protection Statement, including database-enforced access control, encryption in transit, private storage and tamper-evident audit logs.

9.2 Uploading evidence requires three checks: the User's sign-in, an authenticator app code or a passkey check, and a one-time code sent by email. Users must set up an authenticator app or a passkey before uploading and must not share codes.

9.3 The Customer must protect its own devices, networks and API keys, and revoke any key that may have leaked.

9.4 Each party will tell the other without undue delay of any security incident affecting the Platform or Customer Data that it becomes aware of.

10. Intellectual property

10.1 Beta Clean owns the Platform, its software, metric catalogue, report designs, templates and documentation, and the Stratum ESG and Beta Clean names and marks.

10.2 Beta Clean grants the Customer a non-exclusive, non-transferable right for its Users to use the Platform during the subscription, for the Customer's own reporting.

10.3 Reports the Customer generates are the Customer's to publish and distribute. The report design remains Beta Clean's, licensed for use with that report.

10.4 Framework names and texts (GRI, VSME, IFRS, ESRS, CDP, SASB, JSE, BSE and others) belong to their owners. The Platform maps to them; it does not grant rights in them.

10.5 Suggestions the Customer gives to improve the Platform may be used by Beta Clean freely.

11. ERP API

11.1 Owners and admins may create API keys for the Customer's own systems. A key is shown once; the Customer must store it securely.

11.2 Each key may make up to 120 requests a minute and 1,000 rows per request. Each request uses 1 Token, charged to the Workspace.

11.3 Values sent through the API arrive as drafts and remain subject to the Customer's review. The Customer is responsible for what its systems send.

11.4 Beta Clean may change the API with 60 days' notice, and will keep version 1 working during that time.

12. Customers introduced by Partners

12.1 A Partner may introduce a Customer and help it onboard. The Customer still contracts with Beta Clean directly, on these terms, and pays Beta Clean directly.

12.2 A Partner is not Beta Clean's agent and cannot change these terms or make promises for Beta Clean.

12.3 Beta Clean pays the Partner a share of the Customer's invoices. This does not change the Customer's prices.

12.4 A Partner sees the Customer's name, approval and KYC status and billing, never its ESG data, unless the Customer itself invites the Partner's staff into the Workspace.

13. Confidentiality

13.1 Each party keeps the other's confidential information secret, uses it only for this agreement, and shares it only with staff, advisers and sub-processors who need it and are bound by the same duty.

13.2 Customer Data and unpublished reports are the Customer's confidential information.

13.3 This does not cover information that is public through no fault of the receiving party, already lawfully held, or required to be disclosed by law, a court or a regulator. Where the law allows, the party will warn the other first.

13.4 This clause lasts 5 years after the agreement ends.

14. Warranties and disclaimers

14.1 Each party warrants that it may enter into this agreement.

14.2 Not assurance. The Platform helps the Customer collect, calculate and present ESG information. It does not audit or assure that information. Statements such as "trail intact" confirm only that the audit log is unaltered, not that the underlying data is correct.

14.3 Not advice. Framework mappings, default emission factors, materiality topics and guidance are provided to help, and are not legal, regulatory, tax, investment or professional advice. The Customer remains responsible for meeting its reporting and listing obligations, and should take its own advice.

14.4 Default factors. Default emission factors are placeholders or general published values. The Customer must check they suit its circumstances before relying on them.

14.5 Except as stated in these terms, and to the extent the law allows, the Platform is provided without other warranties, express or implied.

15. Liability

15.1 Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings.

15.2 Each party's total liability under this agreement in any 12 months is limited to the fees the Customer paid Beta Clean in those 12 months.

15.3 These limits do not apply to fraud, wilful misconduct, breach of confidentiality or data protection obligations, the Customer's duty to pay, or anything the law does not allow to be limited.

15.4 Beta Clean is not liable for failures caused by events outside its reasonable control, including outages of national power or communications networks, provided it takes reasonable steps to limit their effect.

16. Suspension, termination, export and deletion

16.1 Suspension. Beta Clean may suspend a Workspace, after warning the Customer where practical, if the Token balance runs out, an invoice is more than 14 days overdue, the Customer breaches clause 6, or suspension is needed to protect the Platform or comply with law. While suspended, Customer Data is kept but cannot be changed, and no SLA fee is charged after suspension. Access returns once the cause is fixed.

16.2 Termination by the Customer. The Customer may close its Workspace at any time by written notice to Beta Clean.

16.3 Termination by Beta Clean. Beta Clean may end the agreement on 30 days' written notice, or at once if the Customer materially breaches these terms and does not fix the breach within 14 days of being asked, or becomes insolvent.

16.4 Export. For 30 days after termination, owners and admins may download Customer Data, evidence and reports in the formats the Platform offers.

16.5 Unused Tokens. If Beta Clean ends the agreement under the 30-day notice in clause 16.3, it refunds unused purchased Tokens. Otherwise unused Tokens lapse.

16.6 Deletion. Within 90 days after the export window, Beta Clean deletes Customer Data from the live Platform, and from backups as they expire. Beta Clean keeps invoices, payments, KYC records, acceptance records and the audit log for 8 years where the law requires it.

17. Changes to these terms

17.1 Beta Clean may publish new versions of the Legal Documents. Each has a version number and effective date.

17.2 Beta Clean will give at least 30 days' notice of a material change by email and on the Platform, except where a change is required by law sooner.

17.3 From the effective date, each User must accept the new version before continuing to use the Platform. Earlier acceptances stay on record.

17.4 A Customer that does not accept a material change may close its Workspace before the effective date, and receives a refund of unused purchased Tokens.

18. Law, complaints, disputes and contact

18.1 Governing law. These terms are governed by the laws of Botswana.

18.2 Complaints and disputes. A complaint should first be sent to Beta Clean at [email protected]; Beta Clean will acknowledge it within 5 business days and try to resolve it within 30 days. A dispute that is not resolved goes to the parties' senior representatives for 14 days, then to mediation in Gaborone. If it is still unresolved 30 days later, it goes to arbitration in Gaborone, Botswana, before one arbitrator under the Arbitration Act of Botswana, in English.

18.3 Courts. Either party may seek urgent relief, and enforce an award, in the courts of Botswana sitting in Gaborone, which have jurisdiction over this agreement.

18.4 Personal data. Complaints about personal data may also be made to the Information and Data Protection Commission of Botswana in Gaborone, as described in the Privacy Statement.

18.5 Notices go by email: to Beta Clean at [email protected], and to the Customer at the contact email in its KYC details. An email notice is received on the next business day.

18.6 General. The Customer may not transfer this agreement without Beta Clean's written consent. If any clause is unenforceable, the rest stands. Failure to enforce a right is not a waiver.

18.7 Contact. Beta Clean (Pty) Ltd, Block 6, Gaborone, Botswana; P.O. Box 20327, Bontleng, Gaborone; +267 77402001; [email protected].