End user license agreement

The Platform is owned by SchoolAdvisor Ltd (Company Number 15912622) (“Platform Owner”). Proco operates the Platform under licence from the Platform Owner.

All intellectual property rights in the Platform, including software, code, design, features, functionality, trademarks, logos, and Content (excluding User Content), belong to the Platform Owner or Proco, or are licensed to us by third parties.

Subject to your compliance with this EULA and our Terms of Service, Proco grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for:

• Customers: Conducting Matchmaking Journeys to identify and appoint suppliers
• Suppliers: Participating in Matchmaking Journeys and submitting proposals

This licence does not grant you any ownership rights in the Platform or any of its components.

This licence is granted on the condition that you:

• Use the Platform only for its intended lawful purposes
• Comply with all terms of this EULA and our Terms of Service
• Do not use the Platform in any way that violates applicable laws or regulations

All rights not expressly granted to you in this EULA are reserved by Proco and the Platform Owner. You acknowledge that the Platform and its underlying technology are proprietary and protected by intellectual property laws.

To use the Platform, you must register for an Account. Registration requires:

• Accurate and complete information about your organisation
• Designation of a primary account administrator
• Acceptance of this EULA and our Terms of Service

Your Account may include multiple User Accounts for different individuals within your organisation (e.g., colleagues, team members, authorised representatives).

Each User Account:

• Must be assigned to a specific individual
• Requires a unique email address and password
• Is subject to this EULA

You are responsible for:

• Maintaining the confidentiality of all login credentials (usernames and passwords)
• All activities that occur under your Account and User Accounts
• Ensuring that only authorised individuals within your organisation access the Platform
• Immediately notifying us of any unauthorised access or security breach

You must not:

• Share login credentials between individuals
• Allow anyone outside your organisation to access your Account
• Use another person’s User Account

You acknowledge that you are responsible for all actions taken under your Account and User Accounts, whether authorised or unauthorised. We are not liable for any loss or damage arising from unauthorised use of your Account.

You may use the Platform to:

• Access features and tools relevant to your role (customer or supplier)
• Upload, submit, and share Content as required for Matchmaking Journeys
• Download documents, reports, and materials generated for you by the Platform
• Communicate with other users through Platform messaging features (if available)

You must not:

A. Interfere with Platform Operation

• Disrupt, damage, or impair the Platform’s functionality or availability
• Introduce viruses, malware, trojans, or other malicious code
• Attempt to gain unauthorised access to the Platform, servers, or networks
• Overload or overwhelm Platform systems (e.g., through excessive requests or automated queries)

B. Reverse Engineer or Copy the Platform

• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Platform
• Copy, reproduce, or create derivative works based on the Platform
• Frame, mirror, or replicate any part of the Platform on other websites or applications

C. Scrape or Extract Data

• Use automated tools, bots, spiders, scrapers, or scripts to access or extract data from the Platform
• Systematically download, copy, or aggregate Content for use outside the Platform
• Build databases or datasets using Platform data for competing or commercial purposes

D. Share or Resell Access

• Share your login credentials with individuals outside your organisation
• Provide Platform access to unauthorised third parties
• Resell, sublicense, or commercialise access to the Platform

E. Use the Platform for Competing Services

• Use the Platform to develop, operate, or support a competing matchmaking, tendering, or procurement service
• Use Platform methodologies, processes, or data to replicate Proco’s business model
• Solicit Proco’s suppliers or customers for competing services

F. Misuse or Abuse Content

• Use Content obtained through the Platform for purposes unrelated to your Matchmaking Journey
• Export supplier databases, contact lists, or proposals for use in other procurement processes without going through Proco
• Use another user’s Content without authorisation

G. Unlawful or Harmful Conduct

• Use the Platform for illegal, fraudulent, or harmful purposes
• Upload or transmit Content that is defamatory, obscene, abusive, or harassing
• Infringe the intellectual property rights of others
• Violate any applicable laws or regulations

We reserve the right to monitor Platform usage and investigate suspected violations of this EULA. If we determine that you have violated these acceptable use provisions, we may:

• Issue a warning
• Suspend or restrict your Account access
• Terminate your Account immediately
• Pursue legal remedies, including claims for damages

We use commercially reasonable efforts to ensure the Platform is available and functional. However:

• We do not guarantee uninterrupted, error-free, or secure access
• The Platform may be temporarily unavailable due to maintenance, updates, or technical issues
• We are not liable for any loss or inconvenience caused by Platform downtime

We reserve the right to:

• Update, modify, or enhance the Platform at any time without prior notice
• Add, change, or remove features, functionality, or Content
• Discontinue or suspend the Platform (or any part of it) temporarily or permanently

We will make reasonable efforts to notify users of significant changes, but we are not obligated to do so.

he Platform is optimised for desktop web browsers. While certain features may be accessible via mobile browsers:

• Not all functionality is available on mobile devices
• Mobile access is provided on an “as-is” basis with no guarantee of full functionality
• We are not responsible for issues arising from mobile access limitations

We recommend using a desktop or laptop computer for the best experience.

The Platform may integrate with or rely on third-party services (e.g., email providers, payment processors). We are not responsible for:

• The availability, functionality, or security of third-party services
• Any changes, interruptions, or discontinuation of third-party services
• Loss or damage arising from third-party service failures

“User Content” means any information, data, documents, specifications, proposals, or other materials that you upload, submit, or transmit through the Platform.
You retain all ownership rights in your User Content. By uploading User Content to the Platform, you do not transfer ownership to us or the Platform Owner.

By uploading User Content, you grant Proco a limited, non-exclusive, worldwide, royalty-free licence to:

• Store, process, and display your User Content on the Platform
• Share your User Content with other users as necessary to facilitate Matchmaking Journeys (e.g., sharing specifications with suppliers, sharing proposals with customers)
• Use your User Content to provide our services as described in the Terms of Service

This licence exists only for the duration of your use of the Platform and terminates upon deletion of your User Content or termination of your Account (subject to backup retention periods).

You are solely responsible for:

• The accuracy, legality, and appropriateness of your User Content
• Ensuring you have the necessary rights and permissions to upload User Content
• Ensuring your User Content does not infringe third-party intellectual property rights or violate any laws

We do not review, monitor, or verify User Content before it is uploaded. We are not responsible for User Content and disclaim all liability arising from it.

You must not upload User Content that:

• Infringes intellectual property rights (copyright, trademarks, patents, trade secrets)
• Contains viruses, malware, or malicious code
• Is defamatory, obscene, abusive, hateful, or discriminatory
• Violates any person’s privacy or data protection rights
• Is illegal or encourages illegal activity

We reserve the right to remove, suspend, or restrict access to any User Content that:

• Violates this EULA or our Terms of Service
• Infringes third-party rights
• Is unlawful or harmful
• We determine, in our sole discretion, is inappropriate

We are not obligated to monitor User Content, but we may do so at our discretion.

All intellectual property rights in and to the Platform, including but not limited to:

• Software, code, algorithms, and architecture
• User interface design and visual elements
• Trademarks, logos, and branding (“Proco”, “SchoolAdvisor”, and related marks)
• Documentation, guides, and help materials
• Evaluation frameworks, methodologies, and processes

…are owned by the Platform Owner (SchoolAdvisor Ltd) or Proco, or are licensed to us by third parties.

You must not:

• Use our trademarks, logos, or branding without prior written permission
• Remove, obscure, or alter any copyright notices, trademarks, or proprietary legends on the Platform
• Register domain names, social media handles, or business names confusingly similar to “Proco” or “SchoolAdvisor”
• Claim any ownership or rights in the Platform or its intellectual property

If you provide us with feedback, suggestions, or ideas for improving the Platform (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use, implement, and commercialise that Feedback without any obligation to you.

Our collection, use, and protection of your personal information is governed by our Privacy Notice, available at www.askproco.com/privacy-notice.
By using the Platform, you acknowledge that you have read and understood our Privacy Notice.

You acknowledge and agree that:

• We process personal data in accordance with the Protection of Personal Information Act, 2013 (POPIA)
• We may share your data with other Platform users as necessary to facilitate Matchmaking Journeys (e.g., customer specifications shared with suppliers)
• We use third-party service providers (e.g., SendGrid for email) who may process your data on our behalf

For full details, refer to our Privacy Notice.

You may terminate this EULA and cease using the Platform at any time by:

• Closing your Account through the Platform settings, OR
• Notifying us in writing at [email protected]

Termination of this EULA does not terminate your obligations under the Terms of Service (e.g., payment obligations, Release Fee obligations).

We may suspend or terminate your access to the Platform immediately, without prior notice, if:

Immediate Suspension/Termination (Serious Violations):

• You breach Section 5.2 (Prohibited Use), including scraping, sharing credentials, or using the Platform for competing services
• You engage in fraudulent, illegal, or harmful conduct
• You pose a security risk to the Platform or other users
• You repeatedly violate this EULA despite warnings

Termination for Non-Payment:

• You fail to pay fees owed under the Terms of Service

Termination for Terms of Service Breach:

• You materially breach the Terms of Service

During a suspension:

• Your access to the Platform is restricted (read-only or fully blocked)
• You cannot progress in any active Matchmaking Journeys
• Fees continue to accrue under the Terms of Service

Upon termination of this EULA:

• Your licence to use the Platform is immediately revoked
• You must cease all use of the Platform
• You lose access to your Account and User Content
• We may delete your Account and User Content after a reasonable retention period (typically 30 days)

Termination does not relieve you of obligations incurred before termination, including:

• Payment obligations under the Terms of Service
• Confidentiality obligations
• Indemnification obligations
• Release Fee obligations (if applicable)

Upon termination, we will provide you with access to retrieve your User Content for a period of 30 days. After this period, we may permanently delete your data.
If you wish to retrieve data after termination, contact us at [email protected].

The Platform is provided on an “as is” and “as available” basis. We make no warranties or representations, express or implied, including but not limited to:

• Warranties of merchantability or fitness for a particular purpose
• Warranties that the Platform will be uninterrupted, secure, or error-free
• Warranties regarding the accuracy, reliability, or completeness of Content

We do not guarantee that use of the Platform will result in:

• Successful appointment of suppliers
• Cost savings or improved procurement outcomes
• Compliance with any specific procurement regulations or standards

The Platform may contain Content provided by third parties (e.g., supplier proposals, customer specifications). We do not endorse, verify, or take responsibility for third-party Content.

To the fullest extent permitted by law:

• We are not liable for any indirect, incidental, consequential, or punitive damages arising from your use of the Platform
• Our total liability under this EULA is limited to the amount you have paid to us in the 12 months preceding the claim

This limitation applies regardless of the legal theory (contract, negligence, or otherwise) and even if we have been advised of the possibility of such damages.

The limitations in this Section 11 do not apply to:

• Our fraud or wilful misconduct
• Death or personal injury caused by our negligence
• Liabilities that cannot be limited or excluded by law

We may update or modify this EULA from time to time to reflect:

• Changes to the Platform or our services
• Legal or regulatory requirements
• Improvements to clarity or organisation

When we update this EULA:

• We will post the updated version on our website at www.askproco.com/end-user-license-agreement
• We will update the “Last Updated” date at the top of this document
• For material changes, we will notify you via email or Platform notification

Updates take effect 14 days after posting, unless otherwise stated.

Your continued use of the Platform after the effective date of an updated EULA constitutes your acceptance of the changes.

If you do not agree to the updated EULA, you must stop using the Platform and terminate your Account.

This EULA, together with our Terms of Service and Privacy Notice, constitutes the entire agreement between you and Proco regarding your use of the Platform.

This EULA governs your use of the Platform software and application.

For Customers: This EULA works together with our Terms of Service (which govern the commercial relationship and provision of matchmaking services) and our Privacy Notice.

For Suppliers: This EULA works together with the Trusted Partner Agreement (which governs your participation in Matchmaking Journeys and commercial terms) and our Privacy Notice.

In the event of any conflict:

• Between this EULA and the Terms of Service (for customers): the Terms of Service prevail
• Between this EULA and the Trusted Partner Agreement (for suppliers): the Trusted Partner Agreement prevails

If any provision of this EULA is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

Our failure to enforce any provision of this EULA does not constitute a waiver of that provision or any other provision.

You may not assign or transfer this EULA or any rights granted hereunder without our prior written consent.
We may assign this EULA to an affiliate, subsidiary, or in connection with a merger, acquisition, or sale of assets. We will notify you of any such assignment.

This EULA is governed by the laws of the Republic of South Africa.

Any disputes arising from this EULA will be resolved in accordance with the dispute resolution provisions in our Terms of Service (mediation and arbitration under AFSA rules in Cape Town, South Africa).

The following provisions survive termination of this EULA:

• Section 7.2: Licence to Proco (for Content already processed)
• Section 8: Intellectual Property
• Section 11: Disclaimers and Limitations of Liability
• Section 12: Indemnification
• Section 14: General Provisions