Trusted Partners Agreement

This TPA applies to your participation in any Matchmaking Journey facilitated by Proco on behalf of organisations seeking suppliers (“Organisations”). Each Matchmaking Journey is a separate opportunity with its own scope, requirements, and evaluation criteria.

This TPA applies to ALL Matchmaking Journeys in which you participate, without exception.

Your participation in the Proco platform is governed by multiple agreements:

• This TPA: Governs your participation in Matchmaking Journeys, fees, and commercial obligations
• EULA (End User Licence Agreement): Governs your use of the Proco platform and software access (available at www.askproco.com/end-user-license-agreement)
• Privacy Notice: Governs how we collect, use, and protect your personal data (available at www.askproco.com/privacy-notice)

All three documents apply to you. In case of conflict, this TPA prevails over the EULA on commercial matters, but the EULA governs all platform usage and access rights.

Master Version: This online version posted at www.askproco.com/trusted-partners-agreement is the master and binding version of this TPA. If you have previously signed a printed or PDF version of this TPA, this online version takes precedence and supersedes any earlier signed versions.

By registering on the Proco platform or participating in any Matchmaking Journey, you agree to comply with the current online version of this TPA, EULA, and Privacy Notice.

You acknowledge that the following are mandatory conditions for participating in any Matchmaking Journey:

• Complete platform registration
• Complete and maintain an up-to-date Capability Profile
• Provide accurate and complete company information
• Sign this TPA
• Sign the Commercial Checklist confirming Set-Up Fee acknowledgment
• Submit all other compliance documentation required by Proco
• Maintain good standing (no unpaid fees from previous Journeys)

Failure to meet these prerequisites may result in exclusion from Matchmaking Journeys or other participation limitations.

You must complete all registration steps by the deadlines specified for each Matchmaking Journey. Registration includes:

• Providing accurate and complete information
• Submitting all required documents
• Fulfilling platform-specific requirements
• Confirming acceptance of the Matchmaking Journey terms

Incomplete or late registration results in disqualification from that Matchmaking Journey.

You must use only Proco’s official communication channels for all Matchmaking Journey matters. These include:

• The Proco platform messaging system
• Emails to [email protected]
• Any other channel explicitly designated by Proco

Direct communication with Organisations, their representatives, or affiliates is expressly prohibited unless Proco provides prior written authorisation.

Unauthorised direct contact is a breach of this TPA and may result in immediate disqualification.

You are solely responsible for all costs incurred during your participation in a Matchmaking Journey, including:

• Administrative and compliance costs
• Legal advice or review
• Travel and site visit expenses
• Proposal preparation and submission costs

Proco is not responsible for reimbursing any participation costs.

A Matchmaking Journey does not constitute an offer, commitment, or guarantee to enter into any contract with you. Participation is solely to facilitate a structured procurement process.

The Organisation retains absolute sole discretion to:

• Accept, reject, or take no action on any submission or proposal from you
• Decide whether to proceed with any procurement
• Appoint any supplier, including suppliers outside the Matchmaking Journey
• Abandon the Matchmaking Journey at any stage
• Modify, suspend, or cancel the Matchmaking Journey

The Organisation is under no obligation to appoint any supplier as a result of the Matchmaking Journey.

Proco is not responsible for:

• The Organisation’s selection or rejection of your proposal
• The Organisation’s performance or non-performance
• The Organisation’s decision to appoint you or any other supplier
• Disputes between you and the Organisation
• Any outcome of the Matchmaking Journey

You agree that all interactions with Organisations introduced through Proco shall occur exclusively through the Matchmaking Journey processes facilitated by Proco.

“Organisations introduced through Proco” includes any Organisation that:

• Participates in a Matchmaking Journey facilitated by Proco, OR
• Engages you as a direct result of Proco’s services, communications, or platform activities

You must not:

• Circumvent the Matchmaking Journey by directly or indirectly contacting Organisations regarding business opportunities related to the Matchmaking Journey scope outside Proco’s processes
• Solicit or negotiate agreements, contracts, or business opportunities with Organisations for goods/services covered by the Matchmaking Journey, outside Proco’s framework
• Use information obtained through the Matchmaking Journey to engage with the Organisation independently

This clause does not restrict you from engaging with Organisations on completely unrelated matters where Proco is not involved, provided such engagement does not conflict with this Agreement.

Any breach of this exclusivity clause is a material breach and may result in:

• Immediate suspension from all ongoing Matchmaking Journeys facilitated by Proco
• Exclusion from all future Matchmaking Journeys for a minimum of three (3) years
• Legal action to recover damages, fees, and losses incurred by Proco, including administrative and legal costs

You agree to conduct all interactions with Organisations and other stakeholders introduced through Proco in a professional, ethical, and respectful manner.

You must not:

• Make disparaging, defamatory, or false statements about Proco, its services, or its representatives (verbally, in writing, or through any medium)
• Engage in conduct that damages the trust and credibility Proco has built with Organisations and stakeholders
• Act negligently or intentionally in ways that harm Proco’s reputation

Breaches of this clause may result in significant reputational and financial harm to Proco, including:

• Loss of revenue and profit
• Jeopardised future business opportunities
• Additional costs to mitigate and repair reputational damage

Such breaches may result in your immediate removal from the platform and legal action.

You consent to Proco’s collection, processing, and storage of data you provide before, during, and after Matchmaking Journeys, in compliance with applicable South African data protection laws (POPIA).

Your data is used for:

• Administering Matchmaking Journeys
• Evaluating your submissions and proposals
• Facilitating communication with you
• Improving our procurement processes
• Maintaining records for legal and operational purposes

Your data may be shared with:

• Organisations participating in Matchmaking Journeys
• Advisors and authorised parties involved in tender processes
• Third-party service providers (subject to confidentiality obligations)

We will not disclose:

• Your complete pricing to competing suppliers
• Your evaluation scores or internal commentary
• Commercially sensitive information unrelated to your participation

We take reasonable measures to secure your data against unauthorised access. However, absolute security cannot be guaranteed.

Your data is retained indefinitely to:

• Support administration of future Matchmaking Journeys
• Improve procurement processes
• Maintain legal and operational records

Data retention complies with applicable data protection laws. For full details, refer to our Privacy Notice at www.askproco.com/privacy-notice.

The Set-Up Fee is a non-refundable, mandatory fee payable to Proco when you are appointed as a supplier in a Matchmaking Journey.

You are deemed “Appointed” only when you receive a formal Letter of Intent (LOI) or equivalent written notification from the Organisation or Proco explicitly confirming your selection as the successful supplier.

The Set-Up Fee is based on the Supply Agreement Value — the total anticipated value of goods/services to be supplied over the contract term.

Supply Agreement Value is calculated using:

• Your Pricing: Unit pricing you submitted in the Matchmaking Journey
• Quantities: Quantities specified in the Matchmaking Journey documentation
• Contract Duration: Minimum 3-year term (unless stated otherwise)
• Escalation: Anticipated price increases (e.g., CPI adjustments) over the contract term

Example Calculation:
Your pricing:R100 per unit

Annual quantities:10,000 units per year

Contract term: 3 years

Annual escalation: 5%

Year 1 value10,000 × R100 = R1,000,000

Year 2 value10,000 × R105 = R1,050,000

Year 3 value10,000 × R110.25 = R1,102,500

Total Supply Agreement Value: R3,152,500

Based on your Supply Agreement Value the Set-Up Fee (exclusive VAT) amount is:

Less than R1 million: R29,000

R1.01m – R2m: R49,000

R2.01m – R4m: R99,000

R4.01m – R8m: R149,000

Greater than R8m: R189,000

Upon submitting your commercial proposal, you must sign the Commercial Checklist, confirming that:

• You understand your Set-Up Fee obligation
• The Set-Up Fee amount is incorporated into your pricing
• You acknowledge the fee schedule and calculation methodology
• You accept that the fee is final and non-refundable

The Commercial Checklist is a binding acknowledgment of the Set-Up Fee terms.

The Set-Up Fee is:

• Final: Not subject to adjustment under any circumstances
• Non-refundable: Not refundable if you are appointed but the Supply Agreement value changes, is modified, or is cancelled
• Non-disputable: You waive any right to dispute the fee or seek refunds or adjustments

You accept the fee regardless of any subsequent changes, unforeseen developments, or modifications to the Matchmaking Journey scope or contract terms.

When: The Set-Up Fee must be paid within five (5) working days of invoice receipt.

What it unlocks: Payment is a mandatory prerequisite for:

• Accessing final contract documentation
• Commencing direct communication with the Organisation
• Beginning supply of goods/services
• Any other activities related to your appointment

You cannot commence supply until payment is received and cleared.

Proco reserves the right to determine an alternative Set-Up Fee in exceptional circumstances (e.g., unusual complexity, contract value significantly exceeding standard thresholds).

If an alternative fee is required:

• Proco will notify you in writing during registration
• Proco will provide rationale for the revised fee
• Your written acceptance of the revised fee is required before registration is confirmed

The Release Fee is a fee equivalent to the applicable Set-Up Fee, payable if you engage with an Organisation within 12 months of a Matchmaking Journey being cancelled.

Purpose: The Release Fee protects Proco’s commercial interests when a journey is cancelled but you subsequently work with an Organisation we introduced.

The Release Fee applies to any supplier who has completed registration for a Matchmaking Journey (a “Registered Supplier”).

It becomes payable if:

• The Matchmaking Journey is cancelled, OR
• You terminate this TPA, OR
• Proco terminates this Agreement, whether due to material breach by the Registered Supplier (including non-payment of the Set-Up Fee) or for any other reason.

AND within 12 months, you directly engage with that Organisation.

The Release Fee is due if, within 12 months of cancellation/termination, you:

• Enter into a binding agreement to supply goods/services that are substantially similar to or related to the goods/services specified in the Matchmaking Journey, OR
• Begin supplying goods/services that align with the purpose of the Matchmaking Journey

“Directly engages” includes:

• Any form of communication, negotiation, or contractual arrangement
• Direct engagement by you or the Organisation
• Engagement through intermediaries or third parties

You agree not to circumvent the Release Fee by using intermediaries, third parties, narrow scopes, or artificial arrangements to obscure the engagement.

Circumvention attempts are material breach and may result in legal action and damages claims.

The Release Fee equals the applicable Set-Up Fee, calculated based on:

Contract Term: Assumes a minimum 3-year term, regardless of the actual final contract term.

Matchmaking Scope and Quantities: Based on the full scope specified in the Matchmaking Journey, regardless of variations in the final agreement.

Pricing Basis:

• If complete pricing is available from the Organisation, it forms the primary basis
• If incomplete, average pricing from Matchmaking Journey participants is used
• If unavailable, pricing from similar previous Matchmaking Journeys may be used

The Release Fee is due immediately upon the earlier of:

• Entering into a binding agreement with the Organisation, OR
• Beginning to supply goods/services to the Organisation

Payment must be made in full before you commence supply.

The Release Fee does not apply if:

• You engage with a supplier who was not a Participating Supplier
• The engagement occurs more than 12 months after Matchmaking Journey cancellation
• Proco cancelled the Matchmaking Journey due to our own operational issues (not your conduct)

Your participation in any other ongoing Matchmaking Journeys facilitated by Proco is immediately suspended.

You are temporarily excluded from all future Matchmaking Journeys until full payment is received.

Proco may pursue legal action to recover the unpaid amount, including:

• Interest: Calculated at the South African Reserve Bank repo rate + 5% per annum
• Costs: All administrative and legal costs incurred by Proco in pursuing recovery
• Damages: Any damages arising from your non-payment

This Agreement is effective from the Effective Date (the date you sign it).

This Agreement remains in effect until terminated by either party under the provisions below.

Proco may terminate this Agreement immediately upon:

• Material breach: Your breach of any material term, including non-payment of fees
• Integrity violation: Any action or omission that undermines the Matchmaking Journey integrity
• Insolvency: If you are declared insolvent, bankrupt, or enter liquidation or judicial management
• Other breaches: Any breach of Sections 5 (Exclusivity), 6 (Ethical Conduct), or other critical provisions

You may terminate this Agreement by:

• Providing written notice to [email protected]
• Receiving written acknowledgment from Proco within 20 working days

Upon termination by Proco:

• You are immediately withdrawn from all ongoing Matchmaking Journeys
• You will not be notified of future Matchmaking Journeys
• You cannot register for or participate in Matchmaking Journeys unless you sign new updated terms

Upon termination by you:

• Release Fee obligations remain in full effect for 12 months (Section 9)
• You may not participate in new Matchmaking Journeys
• Any unpaid fees remain due

If you breach this Agreement, Proco will notify you in writing, specifying the breach and allowing a reasonable time (not exceeding 5 business days) to correct it.

For significant breaches (fraud, wilful non-compliance), Proco may enforce remedies without waiting for corrective action.

Proco may recover:

• Damages: Direct and indirect damages arising from the breach
• Reputational harm: Losses from damage to Proco’s reputation and operations
• Lost opportunities: Losses from jeopardised business opportunities
• Costs: All legal fees, administrative expenses, and associated costs

Proco may exercise remedies independently, concurrently, or in addition to any other legal rights. Remedies are not exclusive.

You acknowledge that breaches may cause irreparable harm to Proco. Proco reserves the right to seek injunctive relief or specific performance without needing to prove actual damages.

Proco acts solely as a facilitator of Matchmaking Journeys and assumes no liability for:

• The outcome of any Matchmaking Journey
• Decisions made by the Organisation
• Performance of any Supply Agreement
• Errors, delays, or technical malfunctions in Proco’s systems or third-party systems
• Acts or omissions by Organisations or other suppliers
• The Organisation’s obligations or performance
• Disputes between you and the Organisation

Proco makes no warranties and is not liable for:

• Merchantability, fitness for a particular purpose, or non-infringement
• Indirect, consequential, incidental, punitive, or special damages
• Loss of profits, business opportunities, or reputation
• Failures caused by events beyond reasonable control (natural disasters, cyberattacks, regulatory changes)
• Data breaches or loss caused by third-party systems

Proco’s liability is limited to the fullest extent permitted by law.

Any claims, damages, liabilities, or costs arising from your participation in a Matchmaking Journey, including:

• Non-performance or defective performance under any Supply Agreement
• Disputes with Organisations or third parties
• Failure to comply with applicable laws or industry standards
• Quality, safety, or compliance issues with goods/services you provide

Any claims arising from:

• Your breach of this Agreement
• Your breach of representations or warranties
• Intellectual property infringement by your goods or services
• Your negligence, misconduct, or acts of your employees/agents
• Damage to Proco’s reputation or stakeholder relationships

These indemnification obligations are in addition to any other rights available to Proco under this Agreement, at law, or in equity.

You agree to keep all non-public, proprietary, or sensitive information disclosed in connection with Matchmaking Journeys (“Confidential Information”) strictly confidential.

You may use Confidential Information only for purposes related to the Matchmaking Journey.

You must not disclose Confidential Information to any third party without prior written consent, except:

• As required by law
• If the information becomes publicly available through no breach of this Agreement

All notices under this Agreement shall be sent via email to:

For Proco:
[email protected]

For You:
The email address provided during registration

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

Neither party is liable for failure to perform due to events beyond reasonable control, including:

• Natural disasters
• Government actions or pandemics
• Events making performance impossible or illegal

The following provisions survive termination of this Agreement:

• Confidentiality (Section 15.1)
• Limitation of Liability (Section 13)
• Indemnification (Section 14)
• Set-Up Fee (Section 8) – unpaid fees remain due
• Release Fee Obligations (Section 9) – 12-month period continues
• Consequences of Non-Payment (Section 10)
• Breach and Remedies (Section 12)
• Dispute Resolution (Section 15.5)
• Governing Law (Section 15.6)

Any dispute, controversy, or claim arising out of or relating to this Agreement, including any breach thereof, shall be resolved as follows:

Non-Payment

In the event of non-payment of any fee or charge due under this Agreement either party may refer the matter directly to arbitration without prior negotiation or mediation.

Good Faith Negotiation (For Other Disputes)

For all other disputes, the parties may attempt to resolve the matter through good faith negotiation. Either party may initiate by sending written notice describing the dispute. If either party determines that the other is not negotiating in good faith, or if the dispute remains unresolved after ten (10) days, that party may proceed directly to arbitration.

Arbitration

All disputes shall be referred to arbitration administered by the Arbitration Foundation of Southern Africa (AFSA) in accordance with AFSA’s Domestic Arbitration Expedited Rules. The arbitration seat shall be Cape Town, South Africa.

• Arbitrator: One arbitrator, appointed by AFSA or agreed by parties
• Language: English
• Timeline: Award completed within thirty (30) days from initiation, unless otherwise agreed in writing
• Award: Final and binding, enforceable in any court of competent jurisdiction

Costs

Arbitration administration costs shall be shared equally by the parties unless the arbitrator awards costs otherwise. The prevailing party shall be entitled to recover all reasonable attorneys’ fees, arbitrator fees, and administration costs from the non-prevailing party.

For the avoidance of doubt, the negotiation and arbitration process under this Section does not suspend or extend any payment deadline under Section 8 (Set-Up Fee) or Section 9 (Release Fee Obligations)

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

This Agreement, together with the EULA and Privacy Notice, contains the entire understanding between the parties and supersedes all prior negotiations, understandings, and agreements.

If any provision is found invalid or unenforceable, the remaining provisions remain in full effect.

Proco may update this Agreement from time to time to reflect changes in our services, legal requirements, business practices, or operational improvements.

How Updates Work:

• Updates are posted on www.askproco.com/trusted-partners-agreement with a new “Last Updated” date
• Updates are communicated to you via email or platform notification
• This online version at www.askproco.com/trusted-partners-agreement is always the current, binding version
• Updated terms take effect 14 days after posting

Master Version Precedence:

The online version of this TPA posted at www.askproco.com/trusted-partners-agreement is the master, binding, and current version. This online version takes precedence over any previously signed, printed, or PDF versions of this TPA.

If you have signed an earlier version of this TPA, you agree that this current online version governs your participation in all Matchmaking Journeys going forward.

Continued Participation = Acceptance:

Your continued use of the Proco platform or participation in any Matchmaking Journey after updates are posted constitutes your acceptance of the updated terms.

If you do not agree with updates, you must notify us in writing and cease participation in new Matchmaking Journeys.

By registering on the Proco platform or participating in any Matchmaking Journey, you acknowledge that:

• You have read and understood the current online version of this TPA at www.askproco.com/trusted-partners-agreement
• You agree to comply with all terms herein
• You understand that this online version is the master, binding version
• You accept that Proco may update these terms from time to time
• You will check www.askproco.com/trusted-partners-agreement periodically for any updates