WORKING DRAFT for a South African attorney to finalise. Not legal advice and not a substitute for an attorney. Cherrystone Business Services intellectual property · © 2026 Cherrystone Business Services (Pty) Ltd.
Ipso Licence Schedule
This schedule forms part of the Ipso Terms of Service. Words defined there have the same meaning here. It sets out what Cherrystone licenses to each tenant, for how long, and on what conditions. The licence is its own price line from day one, even when year one is bundled into a Sprint.
1. The licence in one paragraph
Cherrystone licenses each tenant, which is one company, to use Ipso and its own package for its internal business purposes during the licence term. The licence is priced per tenant per year. It is non-exclusive and non-transferable, and the tenant may not sublicense it. It is never an assignment. The engine, the packs, the method and the generator remain Cherrystone's.
2. Definitions
- Tenant: the one legal entity named in the Order. Each group company, subsidiary or portfolio company is a separate tenant.
- Licence term: the subscription period paid for (a month or a year), or the 12 months bundled with a Sprint, plus each renewal.
- Licensed package: a package build issued to the tenant and watermarked "licensed". Every screen prints its build stamp: the build ID and the licensee's name.
- Studio sketch: a package watermarked "Studio". Its parameters are graded placeholder or assumed, and its verbs are provisional.
- Internal use: use for the tenant's own purposes by any of these people, provided each is bound by confidentiality:
- the tenant's directors, employees and contractors;
- its auditors and professional advisers;
- its shareholders and funders.
3. What is licensed
3.1 Hosted package and Platform. The tenant may use the hosted package and the Platform features its plan includes.
3.2 Offline package. The tenant may:
- download licensed packages;
- keep copies on devices it controls;
- run them;
- share them for internal use; and
- export images and print views for internal reporting.
3.3 Exploring its own business. The tenant may change parameters in its package to explore its own business. That is what the package is for.
3.4 Blank intake workbook. The tenant may use the blank intake workbook to supply its own data to Cherrystone or to its workspace.
3.5 Studio sketch. A Studio sketch is licensed only for evaluation: the tenant may use it internally to decide whether to buy a Sprint. It is not for reliance. The evaluation licence ends when the Studio workspace closes or when a licensed package replaces the sketch.
4. What is not licensed
4.1 Source code of any kind. This means engine and runtime source (beyond the compiled code inside a package), the industry packs as separate artefacts, the generator, the harnesses, and the Platform software. The one exception is the self-check that runs inside the package.
4.2 Method materials beyond the tenant's own package. This means the view library and gallery, other packs, templates, the explanation-ladder materials, the partner handbook and the certification course.
4.3 Any use of the Ipso or Cherrystone names and marks, other than as they appear in the package and on the Platform.
5. Restrictions
The tenant must not do any of the following, or let anyone else do them:
(a) reverse engineer, decompile, de-obfuscate or disassemble a package or the Platform, or try to extract engine or pack code, except where the law expressly allows it despite this clause;
(b) copy engine code, pack code or views into any other file, product or service;
(c) use a package or the Platform to model any company other than the tenant, or to provide modelling, analysis or consulting services to others;
(d) white-label or re-brand Ipso, a package or a view, or present any of them as someone else's work;
(e) remove or alter the build stamp, the watermark, the licence line, the "Ipso by Cherrystone" line or any IP notice;
(f) sublicense, sell, rent, lend or host Ipso for others, or run it as a service bureau;
(g) use Ipso, a package, its code, views, verbs or outputs to build, train, prompt or benchmark a competing product, including an AI model or tool designed to reproduce them;
(h) share a package outside internal use;
(i) share a package with anyone who offers competing process-analysis or modelling products or services, unless that person is a Cherrystone-certified partner working on the tenant's Ipso engagement;
(j) get around plan limits, the observation gate or any technical protection.
6. Year one bundled with a Sprint
6.1 A Sprint includes 12 months of Ipso Live for its tenant. The Sprint invoice shows the licence as a separate line at its list value of R39 500 (excluding VAT), bundled at no charge.
6.2 The bundled year starts on the Sprint start date in the Statement of Work and runs for 12 months.
6.3 After the bundled year, the licence continues only if the tenant subscribes to Ipso Live, Live + Re-snap or Portfolio. If it does not, the licence ends under clause 10.
6.4 Stating the list value creates no credit or refund if the tenant does not use the licence.
7. Partner delivery and the co-brand line
7.1 Where a certified partner collects data or helps deliver, the Platform and the package carry exactly this line: "Ipso by Cherrystone, delivered with [Partner name]".
7.2 That line is the only place the partner's name appears in the product. The Ipso and Cherrystone names stay on every screen. Ipso is never white-labelled.
7.3 A partner's involvement does not change the licence. The tenant's licence is with Cherrystone. A partner holds no licence to the package and no right to keep copies after delivering it to the tenant.
8. Portfolio licences
8.1 Under a Portfolio licence, the holder named in the Order is the licensee of the portfolio verdict board. Each portfolio company is a separate tenant with its own workspace and package. A Portfolio covers at least five companies.
8.2 The holder may use the verdict board to oversee its portfolio. Each company's package is licensed for that company's internal use and for the holder's oversight.
8.3 The holder must obtain each portfolio company's agreement to the holder's access and to these terms before that company's workspace opens. [Attorney: three-party structure — holder, portfolio company, Cherrystone.]
9. Audit and verification
9.1 Cherrystone keeps a register of every package build. Each entry records the build ID, the licensee, the date and the engine version.
9.2 Cherrystone may give 10 business days' notice asking the tenant to confirm in writing where its licensed packages are stored and who holds copies. The tenant must give that confirmation and let Cherrystone verify it. Cherrystone may do this once in any 12 months, or more often if it has reasonable grounds to suspect a breach. Verification is at Cherrystone's cost, during business hours, and with as little disruption as possible.
9.3 If verification shows use beyond the licence, the tenant pays list price for that use from when it began, plus Cherrystone's reasonable verification costs. Use for an extra company is charged as an extra tenant.
9.4 The tenant is responsible for every copy of a package that carries its build ID, unless it shows that the copy left its control through no fault of its own.
10. Term and end of the licence
10.1 The licence runs for the licence term and renews with the subscription.
10.2 The licence ends in any of three cases:
- the subscription ends;
- the Terms of Service end;
- Cherrystone terminates for a material breach of this schedule.
For a breach that can be remedied, Cherrystone gives 10 business days' notice first. For one that cannot, termination is immediate.
10.3 When the licence ends, the tenant must stop using its offline packages and delete them. Access to the hosted package ends when the export window in clause 13.4 of the Terms closes. The tenant may keep images and printouts of views it made while licensed.
10.4 Clauses 4, 5, 9 and 10.3 survive the end of the licence.