Terms of Service

Your Matchmaking Journey follows five phases:

Phase 1: Define

You complete a kickoff questionnaire. We conduct a site visit (if applicable). This filters potential suppliers from our database. You may add specific suppliers you wish to include during this phase. Once the Define Phase concludes, the supplier pool is locked.

Phase 2: Design

We prepare your specification document based on the questionnaire and site visit. You review and approve the specifications. Once approved, specifications are locked.

Phase 3: Evaluate

Suppliers progress through three evaluation gates:

1. Gate 1 – Capability Evaluation: Suppliers complete a capability profile on the platform. You evaluate their qualifications, experience, and capacity based on this information. This is a shortlisting gate.
2. Gate 2 – Presentation Gate: Shortlisted suppliers from Gate 1 receive your specifications and prepare presentations. You conduct Q&A sessions and further evaluate fit. This is another shortlisting gate.
3. Gate 3 – Pricing Gate: Remaining shortlisted suppliers submit Best and Final Offer (BAFO) pricing. You conduct final evaluation and selection.

The platform displays scores at each gate and provides downloadable reports.

Phase 4: Award

You select your preferred supplier. We notify the winning supplier, collect the Set-Up Fee, and facilitate contract signing between you and the supplier.

Phase 5: Complete

The Matchmaking Journey concludes when your Supply Agreement is executed.

This service does not include:

• Legal advice or regulatory compliance guidance
• Technical specifications requiring specialized industry expertise beyond our capability
• Supplier audits or facility inspections beyond the initial site visit
• Post-appointment supplier performance management
• Dispute resolution between you and your appointed supplier

You may request revisions to the specification document once during the Design Phase until you approve it. Once approved and issued to suppliers, specifications are locked.

After specifications are issued:

• Minor clarifications (correcting errors, clarifying ambiguous wording): Accommodated at no charge at our discretion
• Material changes (adding/removing requirements, changing scope, altering evaluation criteria): Treated as a new Matchmaking Journey requiring restart of the process

Initial Matchmaking Fee: R18,995 (inclusive of VAT)

This fee is payable when you accept these Terms and covers:

• Your first Support Period (90 days)
• All services described in Section 2.1
• Platform access and support throughout the Support Period

Extended Support Period Fee: R18,995 (inclusive of VAT) per additional 90 days

If your Matchmaking Journey extends beyond 90 days, you must pay an additional R18,995 for each subsequent Support Period.

Initial Matchmaking Fee: Within 5 business days of accepting these Terms
Extended Support Period Fees: Before the current Support Period expires to avoid service interruption

Your Matchmaking Journey will not commence until the initial Matchmaking Fee is received and cleared.

The Matchmaking Fee for the final Support Period is refundable if:

• You successfully appoint a supplier through the Matchmaking Journey, AND
• That supplier pays their Set-Up Fee to Proco in full, AND
• The Supply Agreement between you and the supplier is executed (signed by both parties), AND
• The supplier’s Set-Up Fee payment has been in our account for at least 30 days without reversal or dispute

Upon satisfaction of all conditions, we will refund the most recent Matchmaking Fee within 30 days.

We will notify you when the supplier’s Set-Up Fee payment is received and when the 30-day clearing period is complete, so you know when to expect your refund.

Important: Only the final period’s fee is refundable. All previous Matchmaking Fees and Extended Support Period Fees are non-refundable.

Example:

Month 1-3: You pay R18,995 (Period 1)
Month 4-6: You pay R18,995 (Period 2)
Month 5: You appoint a supplier who pays their Set-Up Fee
Result: Period 2 fee (R18,995) is refunded after the 30-day clearing period. Period 1 fee (R18,995) is non-refundable.

Once the Supply Agreement is executed and the refund conditions are met, the refund is processed regardless of whether the supplier subsequently performs under the Supply Agreement. We are not responsible for supplier performance after contract execution.

All payments must be made via electronic funds transfer (EFT) to the bank account specified in our invoice.

Late Payment: If payment is not received by the due date:

• Your Matchmaking Journey will be placed on hold
• Interest accrues at 2% per month on overdue amounts
• We may terminate the engagement if payment remains outstanding for more than 14 days

Unless stated otherwise, all fees are inclusive of VAT at the applicable South African rate

You control when your Matchmaking Journey begins by selecting a Commencement Date in the platform. Once that date arrives, your first Support Period starts and the 90-day countdown begins.

Choose your start date carefully. We recommend selecting a date when you have capacity to engage with the process promptly.

You must nominate two contacts:

Main Point of Contact

• Primary liaison with Proco throughout the Matchmaking Journey
• Authority to approve specifications and make decisions
• Responsible for timely responses to platform prompts and requests

Senior Contact

• Receives three-weekly progress updates
• Provides strategic direction if issues arise
• Different person from Main Point of Contact

You must notify us within 2 business days if either contact changes.

To keep your Matchmaking Journey on track and within the 90-day Support Period, you agree to respond to platform prompts within these timeframes:

• Approve or request revisions to specifications 5 business days
• Respond to supplier clarification questions 3 business days
• Complete evaluation at each gate 7 business days
• Communicate supplier selection decision 2 business days

If you exceed these timeframes:

• The Matchmaking Journey timeline extends accordingly
• Your Support Period continues to run
• You may need to purchase an Extended Support Period
• Suppliers may withdraw due to process delays
• We may terminate the engagement if delays exceed 15 business days for any single response

If you have a current supplier for the goods/services covered by your Matchmaking Journey, you must notify them within 5 business days of the Commencement Date that you are conducting a supplier selection process.

Your notification should:

• Inform them that you’ve appointed Proco to manage the process
• State that their current contract will conclude upon completion of the Matchmaking Journey
• Invite them to participate if eligible

Including Your Incumbent in the Process

During the Define Phase, you can add your incumbent supplier (and any other suppliers you wish to include) directly in the platform. Simply enter their details when prompted.

You must add all desired suppliers during the Define Phase. Once the Define Phase closes and specifications are approved, no additional suppliers can be added.

You warrant that all information you provide is accurate, complete, and not misleading. You must update us promptly if any material information changes during the Matchmaking Journey.

You confirm that:

• You have authority to conduct this Matchmaking Journey and bind your organization
• You have budget allocated to appoint a supplier
• You are not bound by existing contracts or obligations that prevent you from appointing a new supplier
• All necessary internal approvals have been obtained
• You genuinely intend to appoint a supplier if a suitable one is identified

From the Commencement Date until appointment or termination, you agree:

• Not to conduct parallel supplier selection processes for the same scope with other tender managers or consultants
• Not to directly approach or negotiate with Participating Suppliers outside the Proco platform
• Not to share our specifications, analysis, or methodologies with third parties (except for internal approvals)

Adding Suppliers During Define Phase

During the Define Phase, you may add specific suppliers you wish to include in your Matchmaking Journey by entering their details in the platform. This includes:

• Your current/incumbent supplier
• Suppliers you’ve worked with previously
• Suppliers recommended to you
• Any other suppliers you believe should be considered

Proco will also identify and invite matching suppliers from our verified database based on your requirements questionnaire.

Requirements for Nominated Suppliers

Suppliers you nominate must:

• Register on the Proco platform
• Accept Proco’s Trusted Partner Agreement (including Set-Up Fee acknowledgment)
• Be in good standing (no unpaid fees from previous Proco engagements)

We reserve the right to exclude any nominated supplier who does not meet these requirements or who poses reputational or legal risks.

Matchmaking Journeys are designed to be completed within 4 weeks from the Commencement Date. The 90-day Support Period provides substantial buffer for decision-making, internal approvals, and unforeseen delays.

We commit to engaging a wide supplier audience and ensuring that a minimum of three (3) suppliers register for your Matchmaking Journey.

“Registration” means the supplier has completed platform registration, accepted the Trusted Partner Agreement (TPA), and been formally confirmed by Proco as a Participating Supplier.

Exception: If the Tender Scope is highly specialized such that fewer than 3 qualified suppliers exist in the market, we will notify you during the Define Phase and adjust the minimum target with your agreement.

If Fewer Than Three Suppliers Register

If fewer than three suppliers register despite our good faith efforts, we will notify you and offer the following options:

1. Proceed with fewer suppliers: You may elect to proceed with two (2) or even one (1) supplier
2. Extend sourcing period: You may approve an extended supplier sourcing period (additional 10 business days), with the Support Period continuing to run
3. Cancel with full refund: You may cancel and receive a full refund of your Matchmaking Fee

We are not liable for the number of suppliers who choose to submit proposals after registration, supplier withdrawals during the process, or the quality and competitiveness of supplier proposals.

Your First Support Period (90 days)

• Begins on the Commencement Date you select
• Includes all services in Section 2.1
• Covered by your initial Matchmaking Fee

If You Need More Time

• You can purchase Extended Support Periods (additional 90 days each) for R18,995 per period
• Payment must be received before the current period expires to avoid interruption

If a Support Period expires without extension payment or successful completion:

Platform Access

• You can still log in and view everything in read-only mode
• You cannot progress to the next phase or gate
• A notification will display: “Support Period expired. Extend to continue.”

Suppliers

• Will see “Matchmaking Journey on hold pending customer action”
• May withdraw their participation due to delay

To Resume

• Pay the Extended Support Period Fee (R18,995)
• Work resumes from where it paused
• You receive a new 90-day Support Period

We apply reasonable flexibility around the 90-day boundary for Matchmaking Journeys that are substantially complete.

Example: If you’ve selected a supplier on Day 88 and the supplier is preparing payment, we won’t lock your account on Day 91. However, if completion extends significantly beyond the Support Period, an Extended Support Period Fee will apply.

The Support Period countdown continues regardless of your response times. If you take 3 weeks to approve specifications, that time comes out of your 90 days.

We track all response delays. If your Matchmaking Journey extends beyond 90 days due to your delayed responses, this does not entitle you to an extension without payment.

When you appoint a supplier through your Matchmaking Journey, that supplier pays a Set-Up Fee directly to Proco. This is Proco’s primary revenue for the services provided.

The Set-Up Fee (exclusive of VAT) is based on the total value of your Supply Agreement (3 years minimum):

Less than R1 million R29,000
R1.01 million – R2 million R49,000
R2.01 million – R4 million R99,000
R4.01 million – R8 million R149,000
Greater than R8 million R189,000

Supply Agreement Value Calculation: “Supply Agreement Value” means the total contract value over the minimum 3-year term, including annual fees, recurring charges, one-time setup costs, annual price escalations, and estimated variable costs based on projected volumes.

All suppliers participating in your Matchmaking Journey acknowledge and accept the Set-Up Fee obligation when they:

• Sign Proco’s Trusted Partner Agreement (TPA) upon being notified of your Matchmaking Journey
• Submit their pricing and confirm via the Commercial Checklist that the Set-Up Fee is factored into their pricing

The Set-Up Fee is payable immediately upon your award decision.

The sequence is:

1. You select the winning supplier via the platform
2. We notify the supplier of your decision
3. We invoice the supplier for the applicable Set-Up Fee
4. Supplier pays Proco in full
5. We release the final Supply Agreement documents for signing
6. You and the supplier execute the Supply Agreement

Critical: The supplier cannot access the final contract documents or commence supply until they have paid the Set-Up Fee in full and the payment has cleared.

You agree to:

• Not execute a Supply Agreement with the winning supplier until we confirm receipt of their Set-Up Fee
• Not accept any goods or services from the supplier until we confirm receipt of their Set-Up Fee
• Notify us immediately if the supplier expresses any reluctance or refusal to pay

Once the supplier’s Set-Up Fee payment clears in our account AND the Supply Agreement between you and the supplier is executed, this triggers the refund of your final Matchmaking Fee (or Extended Support Period Fee) as described in Section 3.3.

The Release Fee protects Proco’s commercial interests by ensuring that if your Matchmaking Journey is cancelled but you subsequently appoint a supplier we introduced, that supplier compensates us for the work performed.

If your Matchmaking Journey is cancelled (whether by you or by us due to your breach or non-cooperation) and you subsequently appoint any Participating Supplier within 12 months of the cancellation date, the Release Fee applies.

“Participating Supplier” means any supplier who:

• Is registered on the Proco platform (fully or partially), AND
• Is notified of your Matchmaking Journey opportunity, AND
• Signs Proco’s Trusted Partner Agreement (TPA)

This applies regardless of:

• Whether they received your specifications
• Whether they submitted a proposal
• Whether they were shortlisted or evaluated
• How you reconnected with the supplier after cancellation
• The supplier’s acknowledgment of Proco’s introduction

The Release Fee equals the Set-Up Fee that would have applied had the supplier been appointed through the completed Matchmaking Journey, calculated per the schedule in Section 6.1 based on your actual Supply Agreement value.

The Release Fee is payable by the appointed supplier to Proco before commencing supply under your agreement.

Your obligations:

• Notify us within 7 days if you appoint any supplier for the scope covered by your cancelled Matchmaking Journey within the 12-month period
• Inform the appointed supplier of the Release Fee obligation
• Provide the supplier with our contact and payment details
• Not commence receiving goods/services until the supplier provides evidence of Release Fee payment to Proco

The Release Fee obligation is incorporated into Proco’s Trusted Partner Agreement (TPA), signed by all suppliers upon notification of your Matchmaking Journey. Suppliers acknowledge this obligation before participating.

You agree to cooperate with reasonable verification requests, including:

• Confirming whether any suppliers appointed within 12 months were Participating Suppliers
• Providing copies of relevant contracts or purchase orders if requested

We maintain a definitive list of Participating Suppliers for your Matchmaking Journey, visible in your platform account. This list is binding for purposes of Release Fee application.

You acknowledge that the Release Fee is a legitimate commercial protection. You agree not to structure appointments to circumvent this obligation through:

• Using intermediaries or related entities to obscure supplier identity
• Artificially narrow scopes to claim the supplier is for a different purpose
• “Trial periods” or interim arrangements designed to delay formal appointment beyond 12 months

Any such circumvention attempts constitute material breach and entitle us to pursue the Release Fee plus damages and legal costs.

The Release Fee does not apply if:

• You appoint a supplier who was not a Participating Supplier
• The appointment occurs more than 12 months after cancellation
• We cancelled the Matchmaking Journey due to our own operational issues, breach, or reasons unrelated to your conduct

If you appoint any supplier within 12 months of cancellation and you:

• Fail to notify us as required in Section 7.4, OR
• Refuse to provide verification information requested under Section 7.6, OR
• Obstruct our reasonable efforts to verify supplier identity

We may presume that the appointed supplier was a Participating Supplier, and the Release Fee at the highest tier (R189,000 exclusive of VAT) becomes immediately due and payable by you (not the supplier).

You may rebut this presumption by providing clear evidence that the appointed supplier was not a Participating Supplier (never registered on Proco, never notified of your Matchmaking Journey, never signed the Trusted Partner Agreement).

This provision protects the integrity of the Release Fee mechanism and ensures fair compensation for our work when circumvention is attempted.

All materials, methodologies, processes, tools, templates, documents, analysis, frameworks, and software created or provided by Proco remain our exclusive property (“Proco IP”).

Proco IP includes:

• The Proco platform and all software
• Specification templates and evaluation frameworks
• Process methodologies and workflows
• Supplier analysis
• All documentation, reports, and deliverables

We grant you a limited, non-exclusive, non-transferable license to use Proco IP solely for completing your specific Matchmaking Journey.

You may:

• Review, comment on, and approve specifications and frameworks
• Share specifications with Participating Suppliers as part of the Matchmaking Journey
• Share our analysis with internal stakeholders for decision-making
• Retain final contracts and documentation for record-keeping after appointment

You may not:

• Use Proco IP for any purpose beyond your specific Matchmaking Journey
• Reproduce, distribute, or commercialize Proco IP
• Adapt Proco IP to create derivative works
• Share Proco IP with competitors, other consultants, or tender managers
• Use our methodologies to conduct subsequent supplier selection processes without our involvement
• Reverse engineer or extract code from our platform

All information and data you provide (“Customer Data”) remains your property. You grant us a license to use Customer Data solely for:

• Conducting your Matchmaking Journey
• Providing the services described in these Terms
• Creating anonymized, aggregated insights for our business intelligence (with no customer-identifiable information)

Unauthorized use of Proco IP constitutes material breach and may result in immediate termination, legal action for infringement, claims for damages, and injunctive relief.

We may:

• Identify you as a Proco customer in our marketing materials, case studies, and website
• Use your company name and logo in our client lists and promotional materials
• Publish acase studies describing your Matchmaking Journey outcomes (without disclosing confidential information)

We will not:

• Disclose specific pricing, supplier names, or commercially sensitive details
• Misrepresent our role or your results
• Use your brand in a manner that suggests endorsement beyond use of our services

You may cancel your Matchmaking Journey at any time by notifying us in writing via the platform or email.

If you cancel before the Commencement Date (before your selected start date arrives and the Define Phase begins), we will refund your initial Matchmaking Fee in full within 30 days.

If you cancel after the Commencement Date, all Matchmaking Fees and Extended Support Period Fees already paid become non-refundable and are fully earned by Proco.

Why fees are non-refundable after commencement:

• We have allocated resources and committed capacity to your Matchmaking Journey
• Specification work, supplier sourcing, and platform configuration have been performed
• We have foregone other client work to accommodate your engagement

When you cancel:

• We stop all active work on your Matchmaking Journey immediately
• Your platform access continues in read-only mode for 30 days for record retrieval
• We notify all Participating Suppliers that the Matchmaking Journey has been cancelled
• All Release Fee obligations under Section 7 remain in full effect for 12 months

Your Matchmaking Journey is considered successfully completed when:

• You appoint a supplier through the process, AND
• The supplier pays their Set-Up Fee, AND
• The Supply Agreement between you and the supplier is executed (signed by both parties)

Upon successful completion, we refund your final period’s Matchmaking Fee per Section 3.3.

We may cancel your Matchmaking Journey with written notice if:

Immediate termination (no notice):

• You fail to pay any fee within 14 days of the due date
• You breach the intellectual property provisions in Section 8.3
• You breach the exclusivity provisions in Section 4.7
• You provide false or materially misleading information
• You become insolvent or cease business operations

7-day notice (with opportunity to cure):

• You persistently fail to meet response timeframes (3 or more significant delays)
• You fail to respond to our requests for 15 consecutive business days
• You fail to provide cooperation necessary for us to perform our obligations

If we terminate due to your breach, all fees paid are non-refundable and Release Fee obligations remain in effect.

You may terminate this Agreement if:

• We materially breach these Terms, AND
• We fail to remedy the breach within 14 days of your written notice

Upon such termination:

• All fees you paid will be refunded on a pro-rata basis for work not yet performed
• Release Fee obligations do not apply (you may appoint any supplier without penalty)
• We remain liable for any damages caused by our breach, subject to the limitations in Section 10

Where refunds are due, we will process payment within 30 days via EFT to the bank account you provided during registration. You will receive written confirmation of all refunds.

We do not guarantee, warrant, or make representations regarding:

• The performance, quality, reliability, or suitability of any supplier (appointed or otherwise)
• The accuracy or completeness of information provided by suppliers
• Suppliers’ ability to deliver goods/services on time, to specification, or within budget
• Suppliers’ financial stability, legal compliance, or operational capacity
• Pricing competitiveness or value for money offered by suppliers

You are solely responsible for:

• Evaluating and selecting suppliers based on your own judgment
• Conducting any due diligence you deem necessary on prospective suppliers
• Negotiating and agreeing final terms with your appointed supplier
• Managing the Supply Agreement and supplier relationship after appointment

We are not liable for any losses, damages, costs, or expenses arising from:

• An appointed supplier’s failure to perform under the Supply Agreement
• Defects, delays, quality issues, or non-compliance by any supplier
• Supplier insolvency, bankruptcy, or cessation of operations
• Disputes between you and any supplier
• Your decision not to appoint any supplier
• Matchmaking Journey delays caused by your failure to meet obligations under Section 4
• Supplier withdrawals during the process

To the fullest extent permitted by law, we are not liable for:

• Loss of profits, revenue, or business opportunities
• Reputational damage or loss of goodwill
• Indirect, incidental, punitive, or consequential damages
• Any losses not directly caused by our proven negligence or breach

Our total aggregate liability to you under these Terms, regardless of legal theory (contract, negligence, or otherwise), is limited to the greater of:

1. The Set-Up Fee paid by your appointed supplier for the relevant Matchmaking Journey, OR
2. The total Matchmaking Fees and Extended Support Period Fees you paid for the relevant Matchmaking Journey

This cap applies to all claims in total, not per claim.

The liability limitations in this Section 10 do not apply to:

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

We warrant that:

• Services will be performed with reasonable care and skill consistent with industry standards
• We have the right to provide the services and grant licenses under these Terms
• We will comply with applicable South African laws in performing our obligations

Except as stated in Section 10.7, we disclaim all warranties, express or implied, including implied warranties of merchantability or fitness for a particular purpose.

All supplier proposals, information, and commitments are provided “as is” without any warranty from us.

You agree to indemnify and hold harmless Proco, its directors, officers, employees, and contractors from all claims, damages, losses, costs (including reasonable legal fees), and liabilities arising from or relating to:

• Your breach of these Terms
• Your negligent or wrongful conduct in connection with the Matchmaking Journey
• Your failure to meet obligations under Section 4 (including incumbent supplier notification failures)
• False, misleading, or incomplete information you provide
• Your unauthorized use of our intellectual property
• Your breach of confidentiality, exclusivity, or non-circumvention obligations
• Negligence or misconduct by you or your representatives
• Claims by suppliers arising from your actions or decisions
• Claims by your incumbent supplier related to the Matchmaking Journey
• Your appointment of a Participating Supplier in circumvention of Release Fee obligations
• Disputes with appointed suppliers after the Supply Agreement is executed

If an indemnifiable claim arises, we will notify you promptly. You will assume defence of the claim with counsel acceptable to us. You may not settle any claim without our prior written consent.

Both parties agree to keep all non-public or commercially sensitive information shared during the Matchmaking Journey confidential and use it only for purposes directly related to the Matchmaking Journey.

Your Confidential Information includes: budget details, strategic plans, internal assessments, proprietary data, technical requirements, security information.

Our Confidential Information includes: methodologies, evaluation frameworks, supplier intelligence, pricing structures, platform architecture.

Either party may disclose Confidential Information:

• To employees, contractors, or advisors on a need-to-know basis under confidentiality obligations
• To Participating Suppliers as necessary to conduct the Matchmaking Journey (us only, limited to relevant information)
• As required by law, regulation, court order, or government authority
• If the information becomes public through no fault of the receiving party

Each party agrees to:

• Use at least the same degree of care to protect the other’s Confidential Information as it uses for its own
• Implement reasonable security measures to prevent unauthorized access or disclosure
• Promptly notify the other party if a breach or unauthorized disclosure occurs

Confidentiality obligations continue for 3 years after termination of your Matchmaking Journey, except for trade secrets which remain confidential indefinitely.

Both parties agree to comply with the Protection of Personal Information Act, 2013 (POPIA) and all applicable data protection laws.

By accepting these Terms, you agree to our Privacy Notice and End User Licence Agreement (EULA). These may be updated from time to time. Continued use after updates constitutes acceptance.

We process personal data as a processor on your behalf (you are the controller) for conducting the Matchmaking Journey. We will:

• Process personal data only on your documented instructions
• Implement appropriate security measures
• Not transfer personal data outside South Africa without appropriate safeguards
• Assist you in responding to data subject requests
• Delete or return personal data upon engagement termination (except as required for legal or record-keeping purposes)

You warrant that:

• You have the legal right to share personal data with us for the Matchmaking Journey
• You have obtained necessary consents from individuals whose data is shared
• You will handle supplier personal data in compliance with applicable laws

You acknowledge and consent to us sharing the following with Participating Suppliers:

• Specifications and requirements (to shortlisted suppliers only, from Gate 2 onwards)
• Clarification questions and answers (anonymized if from other suppliers)
• Evaluation criteria and process timelines

We will not share with suppliers:

• Your internal budget or cost expectations
• Competing suppliers’ pricing or proposals
• Your evaluation scores or internal commentary
• Strategic or commercially sensitive information not relevant to their participation

If any disagreement arises under these Terms, the parties agree to first attempt resolution through good faith negotiations.

Either party may initiate by sending written notice describing the dispute. Senior representatives will meet (in person or virtually) within 10 business days to discuss resolution.

If negotiations do not resolve the dispute within 30 days, either party may refer the matter to mediation under the rules of the Arbitration Foundation of Southern Africa (AFSA).

Mediation will be conducted in Cape Town, South Africa, with a mediator agreed by both parties (or appointed by AFSA if no agreement). Both parties will participate in good faith and share the mediator’s fees equally.

If mediation fails to resolve the dispute within 30 days, either party may refer the matter to binding arbitration under AFSA Expedited Rules.

Arbitration Terms:

• Location: Cape Town, South Africa
• Language: English
• Arbitrator: One arbitrator, agreed by parties or appointed by AFSA
• Timeline: Completed within 90 days unless both parties agree to extension
• Decision: Final and binding, enforceable in any court of competent jurisdiction

Costs:

• Each party bears its own legal costs
• Arbitrator fees and AFSA costs shared equally unless arbitrator orders otherwise
• Arbitrator may award reasonable legal costs to the prevailing party

Nothing in this dispute resolution process prevents either party from seeking urgent interim relief (interdict or injunction) from a court to prevent irreparable harm, particularly for:

• Intellectual property infringement
• Breaches of confidentiality
• Circumvention of Release Fee obligations

These Terms are governed by the laws of the Republic of South Africa.

These Terms constitute the entire agreement between the parties and supersede all prior discussions, agreements, or understandings (written or oral).

All notices must be in writing and sent to:

For Proco:
Email: [email protected]
Address: LaunchLab, Hammanshand Road, Stellenbosch, South Africa

For You:
The email address of your Main Point of Contact in the platform

Notices are effective on the date sent if sent during business hours (08:00-17:00 SAST weekdays), otherwise the next business day.

You may change contact details by notifying us. Changes are effective 3 business days after notice.

These Terms may only be amended by written agreement signed by authorized representatives of both parties, except as provided in Section 13.13 for updates to these Terms.

If any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary, or severed if modification is not possible. The remainder of these Terms remain in full effect.

No failure or delay in exercising any right constitutes a waiver. A waiver of any breach does not waive subsequent breaches. Waivers must be in writing.

You may not assign, transfer, or delegate your rights or obligations without our prior written consent. Any attempted assignment is void.

We may assign these Terms to an affiliate, subsidiary, or in connection with a merger, acquisition, or sale of assets. We will notify you of any assignment.

These Terms are for the benefit of the parties only. No third party (including suppliers) has any right to enforce or benefit from any provision.

We are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship. Neither party has authority to bind the other.

Neither party is liable for failure to perform due to events beyond reasonable control, including natural disasters, pandemics, war, terrorism, strikes (not involving own employees), or government actions preventing performance.

Exclusions: Economic hardship, supplier unavailability or withdrawal, routine technical issues, internal business decisions, and payment obligations are not excused by force majeure.

Exception: If we are unable to achieve the minimum 3 supplier registrations despite good faith efforts due to genuine market unavailability (not individual supplier refusals), we will notify you and offer the options in Section 5.2.

If a force majeure event continues for more than 30 days, either party may terminate upon written notice. All fees paid remain non-refundable.

The following provisions survive termination:

• Section 7: Release Fee (for 12 months)
• Section 8: Intellectual Property
• Section 10: Liability and Warranties
• Section 11: Confidentiality (for 3 years or indefinitely for trade secrets)
• Section 12: Dispute Resolution
• Section 13: General Terms
• Any payment obligations incurred before termination

These Terms are drafted in English. If translated, the English version prevails in case of conflict.

Your acceptance through platform registration, electronic signature, or clicking “I Accept” constitutes a binding agreement with the same legal effect as a handwritten signature.

How Updates Work

We may update these Terms from time to time to reflect changes in our services, legal requirements, or business practices. When we make updates:

• Notice: We will post the updated Terms on our website at www.askproco.com/terms-of-service with a new “Last Updated” date
• Notification: We will notify you via email (to your Main Point of Contact) and via platform notification
• Effective Date: Updates take effect 14 days after posting

Ongoing Matchmaking Journeys

Material changes (affecting pricing, refund conditions, Release Fee, or liability): Do not apply to Matchmaking Journeys already in progress. Your journey continues under the Terms version you accepted.
Non-material changes (clarifications, administrative updates, legal compliance): Apply to all users, including ongoing journeys, 14 days after posting.

New Matchmaking Journeys

All new Matchmaking Journeys commenced after the effective date are governed by the updated Terms.

Continued Use = Acceptance

By continuing to use the Proco platform or services after the effective date, you accept the updated Terms. If you do not agree to the updates, you must:

• Cancel any ongoing Matchmaking Journey before the effective date, OR
• Not commence any new Matchmaking Journeys

Your Right to Reject Material Changes

If we make material changes to these Terms and you have an ongoing Matchmaking Journey, you may:

• Continue under the original Terms for your current journey, then decide whether to accept updated Terms for future journeys
• Cancel your journey under the original Terms (refund conditions per Section 9 apply)