Terms of service.

About Acreage.

Acreage is a joint venture between Divergence (an AI-led product agency) and Master Eggs (a South African commercial farming operation). We build bespoke AI operating systems for commercial farms. References in these terms to "we", "us", or "Acreage" mean the Acreage joint venture entity. References to "you" or "the Client" mean the farming business or company that engages us.

These terms apply to any work we do for you, alongside the specific scope, deliverables, and commercials set out in your signed engagement letter or statement of work (the "SOW"). If anything in the SOW conflicts with these terms, the SOW wins.

The work.

2.1 Acreage designs, builds, and operates custom AI operating systems for your farm. A typical engagement covers three phases: discovery (mapping your operation and data sources), build (designing and shipping the system), and care (hosting, monitoring, and ongoing improvements).

2.2 The exact deliverables, integrations, models, dashboards, and automations are defined in your SOW. We don't sell a fixed product off the shelf. Every system is shaped around your operation.

2.3 Hosting and care are included for the duration of your engagement. This covers infrastructure, model updates, security patching, and a named contact for support during business hours (SAST).

2.4 Out of scope: hardware procurement, on-farm installation of physical sensors, training animals, and anything we haven't specifically agreed to in writing. We will help you scope these separately if useful.

Payment terms.

3.1 We offer two commercial structures, both defined in your SOW:

3.2 Track A — Milestone-based. Fees are split across agreed milestones (typically discovery sign-off, system live, and care commencement). Each milestone is invoiced on completion. Payment is due within 14 days of invoice.

3.3 Track B — Financed. The total fee can be financed over up to 36 months. Monthly instalments are invoiced in advance. A financing addendum to the SOW sets out the schedule, any deposit, and the early-settlement terms.

3.4 All amounts are quoted in South African Rand (ZAR) and exclude VAT unless stated otherwise. VAT is added at the prevailing rate.

3.5 Late payments accrue interest at the prime rate plus 2%, calculated daily from the due date. We may pause work if an invoice is more than 30 days overdue. We will tell you first.

3.6 If your scope changes (and on real engagements, it usually does), we will scope and quote a change order before doing the work.

What we stand behind.

4.1 We warrant that the software we write will perform substantially in line with the specification in your SOW for 90 days after go-live. If it doesn't, we'll fix it at no charge. This is the only warranty we make on our work.

4.2 Third-party systems we integrate with (your existing accounting software, sensor networks, vendor APIs, cloud platforms, hardware, weather feeds, etc.) come with whatever warranties their providers offer — and no warranties from us. We can advise on reliability and choose well, but we can't guarantee something we don't control.

4.3 AI systems make probabilistic predictions, not promises. A model that flags a likely mastitis case is doing exactly what it should — even if that case turns out clean. We optimise for accuracy and explain confidence levels openly, but the system supports human decisions, it does not replace them.

4.4 Beyond what's set out here, all other warranties (statutory, implied, or otherwise) are excluded to the extent permitted by South African law.

Limits and limits.

5.1 Our total liability to you, in any 12-month period, is capped at the total fees you have paid us in the 12 months immediately preceding the event giving rise to the claim.

5.2 Neither party is liable for indirect, consequential, or punitive losses — including lost profits, lost yields, lost livestock, lost crops, reputational harm, or third-party claims — even if the party was told such losses were possible.

5.3 Nothing in these terms limits liability for fraud, gross negligence, willful misconduct, or any liability that cannot lawfully be limited under South African law.

Who owns what.

6.1 Your data is yours. All operational data we collect, process, or generate about your farm — yields, animal records, sensor readings, financials, decisions, outcomes — belongs to you. We are a processor acting on your behalf. You can export it any time. On termination, we hand it over and delete our copies within 60 days.

6.2 The underlying system is ours. The code, architecture, model designs, dashboards, tooling, and underlying methods we build belong to Acreage. You receive a perpetual, irrevocable, royalty-free licence to use them for your farming operation for as long as you wish.

6.3 Where we train models on your data, the trained model itself is part of our IP — but it cannot be used to serve a competing operation without your written consent. Generalised learning (statistical patterns that don't identify your farm) may be carried forward into other engagements.

6.4 Anything you supply to us (existing software, brand assets, documents, historic data) remains yours. You grant us the rights we need to use it for the engagement.

What stays between us.

7.1 Both sides will treat the other's non-public information as confidential — commercials, technology, operational data, financials, decisions, strategies. We don't share it with anyone outside the engagement without your written consent.

7.2 Confidentiality survives for five years after the engagement ends. Trade secrets are protected for as long as they remain trade secrets.

7.3 Exceptions: information that is already public, that we already had before the engagement, or that we are required to disclose by law (in which case we'll tell you first if we lawfully can).

7.4 We may reference you as a client (name, logo, a sentence about what we built) on our website and in proposals — unless your SOW says otherwise. We will not share specific results, data, or methods without your written sign-off.

How this ends.

8.1 Each engagement runs for the term set out in your SOW. After the initial term, care continues month-to-month unless either side gives 60 days written notice.

8.2 Either side may terminate for material breach if the other side fails to remedy the breach within 30 days of being told about it in writing.

8.3 On termination, you owe us for work delivered up to the termination date. We hand over your data and any final deliverables. Track B financing accelerates: any outstanding instalments become due immediately, unless we agree otherwise in writing.

8.4 Sections 5 (Liability), 6 (Data and IP), 7 (Confidentiality), 9 (Disputes), and 10 (Governing law) survive termination.

If we disagree.

9.1 If something goes wrong, we talk first. Either side may escalate the issue in writing to a senior contact on the other side. We commit to a good-faith conversation within 14 days.

9.2 If we can't resolve it within 30 days, the dispute goes to mediation under the rules of the Arbitration Foundation of Southern Africa (AFSA), held in Cape Town, before a single mediator agreed between us.

9.3 If mediation fails within 60 days, the dispute goes to expedited arbitration under AFSA rules, also in Cape Town, before a single arbitrator. The arbitrator's award is final and binding.

The legal frame.

10.1 These terms are governed by the laws of the Republic of South Africa.

10.2 Subject to clause 9, the courts of the Western Cape division of the High Court of South Africa have exclusive jurisdiction over any matter arising from or in connection with these terms.

The fine print.

11.1 Whole agreement. These terms together with your SOW form the whole agreement between us on this subject. They replace anything we discussed or wrote before.

11.2 Changes. Any change to these terms must be in writing and signed by both sides.

11.3 Severability. If a clause turns out to be unenforceable, the rest still stands.

11.4 Assignment. Neither side may transfer this agreement to anyone else without the other's written consent, except as part of a sale of the whole business.

11.5 No waiver. If we don't enforce a right under these terms straight away, we don't lose it.

11.6 Notices. Formal notices go to the email or address set out in your SOW.