PLEASE READ THESE TERMS CAREFULLY BEFORE ATTEMPTING TO USE THE
SOFTWARE. BY USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS
AGREEMENT, PLEASE DO NOT PROCEED.
This End User License Agreement (“EULA”) together with our
individual or an entity which you represent (“you”) and Prochain Proprietary Limited (“Prochain”, “we” or “us”)
for use of the Vendor Compliance Management System (“VCM”), which comprise of computer software, associated
hardware, media, and “online” or electronic documentation and services (collectively referred to as “Software”
END USER LICENSE AGREEMENT
This EULA shall be governed by and interpreted in accordance with
the laws of South Africa. The courts of South Africa shall have exclusive jurisdiction in respect of all
proceedings arising out of or pursuant to this EULA.
any provision contained herein is or becomes unenforceable for any reason, such a provision will then be treated
as if it had not been included and shall not affect the validity of the remaining provisions of the EULA.
reserve the right to amend this EULA at any time by publishing the amended and restated EULA on the VCM
platform. You will be prompted to accept such terms upon accessing your account or user profile.
is recorded that primary purpose of VCM is to promote and address suppliers’ compliance with respect
Companies- and B-BBEE Acts as well as compliance to technical requirements. Where it is found that fraudulent
representations have been made, we shall by law be required to inform to the relevant authorities thereof.
Prochain does not in any way guarantee or warrant that the supplier will obtain any opportunities or new
business by virtue of registering on VCM.
respond to RFQs, your company profile must be vetted in full. Vetting of documentation may take up to 3 business
days. In this regard, you are urged to timeously submit your entire profile (steps 1 -5) for vetting. We will
not be held liable should you be unable to respond to RFQs due to your profile not being vetted.
and access to VCM will be at Prochain’s sole discretion. We furthermore reserve the right to remove your profile
from VCM, without incurring any liability, where any actual or perceived conflict of interest exists.
you need any assistance in terms of VCM, you can contact the VCM helpdesk at +27 10 823 4888 or email firstname.lastname@example.org.
SCOPE OF LICENSE
license granted to you to use the Software on your computer or mobile device is a limited, personal, revocable,
non-exclusive, non-sublicensable, non-transferable license. The Software is licensed and is not sold and is only
for use under this EULA.
RESTRICTIONS OF USE
use of the Software not permitted by this EULA is prohibited and you may not, alone or in conjunction with
others: (a) license, sub-license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or
otherwise commercially exploit the Software or make the Software available to any third party; (b) share or
disclose your login details thereby allowing someone else access to your account, or do anything else that might
jeopardize the security of your account; (c) copy, modify, reverse compile, reverse engineer or extract source
codes from the Software; (d) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or
instructions that are designed to distort, delete, damage or disassemble the Software; or (e) remove, alter or
obscure any proprietary notice (including any notice of copyright or trademark) contained in the Software. Any
attempt to do so will be a violation of our rights.
right and title in and to the Software, including without limitation, any and all copyright and any other
intellectual property rights, provided to you is the sole property of Prochain. All rights not expressly granted
are reserved by Prochain.
acknowledge that any and all intellectual property rights subsisting in or used in connection with the Software,
including all documentation, updates, upgrades, enhancements, new developments, and improvements are and shall
remain the sole property of Prochain.
This Agreement does not in any way grant, assign, transfer, or
license any of either party's intellectual property rights to the other party.
will retain ownership of any original content or data which you may upload, transmit or store when using our
will own all compilations, collective work or derivative works created by us which may incorporate your
the purpose of this Agreement, all information furnished by us to you, and vice versa, shall be deemed
confidential information. Prochain’s confidential information is specifically recorded to include, but not be
limited to: a) coding developed by us; b) training or information manuals; c) VCM screens; d) the manner of
collecting information; d) our vetting processes, results, vetting classifications and reports; e) any type of
supplier classifications; commodity data and communication issued directly from VCM and any other information
that could cause damage in any way or form to Prochain if it is disclosed; or f) any other commercially
parties will use the same care and diligence to prevent disclosure of confidential information to unauthorised
third parties, as it employs to avoid disclosure, publication or dissemination of its own confidential
Each party will ensure that if any person who may require to be
exposed to the other party’s confidential information, will have been made aware of this Agreement.
you require to share Prochain’s confidential information with any third party, you shall prior to sharing such
confidential information obtain written consent from Prochain detailing what will be shared and for which
purposes. It should however be noted that Prochain may withhold such consent at its sole discretion. Where
Prochain suspects a breach of these terms, Prochain shall without prejudice and without incurring liability,
have the right to suspend your company’s profile and your use of- and access to VCM. This will include
restricting any other entities with the same directors. Such suspension may be temporary or permanent.
Notwithstanding the foregoing, this clause will not apply to any
information, to which the parties can demonstrate the following: a) at the time of disclosure, such information
was known in the public domain; b) after disclosure, such information became published or otherwise, becomes
part of the public domain through no fault of the receiving party; c) such information was already in the
possession of the receiving party at the time of disclosure by the disclosing party; or d) the receiving party
also received such information, after disclosure by the disclosing party, from a third party who had a lawful
right to disclose such information to it.
party may at any time request the other party to destroy all written, printed, electronically stored and copied
confidential information of whatever nature in its possession without retaining any copies thereof. The party
requested to destroy such confidential information will be required to certify that such destruction was carried
parties agree to use the confidential information for the sole purpose of these terms and conditions and the
purposes as set out herein.
Should there be a dispute between the parties as to whether a
party complied with these provisions or not, the onus shall be on the alleged defaulting party to show that it
took all reasonable steps to comply and further, the aggrieved party shall take all reasonable steps to assist
the alleged defaulting party in establishing the source from which such confidential information was made
provisions of this clause shall survive the fulfilment, cancellation or termination of this Agreement for
any reason whatsoever and remain binding on the parties in perpetuity.
VIOLATION OF THE EULA
reserve the right, without incurring any liability, to disable or terminate use of your license if you: (a) fail
to pay applicable fees; (b) provide false or inaccurate information; or (c) breach any term of this
expressly acknowledge and agree that use of the Software is at your own risk. To the maximum extent permitted by
law, the Software is provided “as is” and without warranty of any kind to the extent permitted by law.
Prochain disclaims all warranties with respect to the Software,
either express, implied, or statutory, including but not limited to, the implied warranties of merchantability,
fitness for a particular purpose, accuracy, and non-infringement of third-party rights.
While we endeavour to ensure that the Software is always
available, we shall not be liable if, for any reason, the Software is unavailable at any time or for any period.
Access to the Software may be suspended temporarily and without
notice in the case of system failure, maintenance, or repair or for reasons beyond our control.
acknowledge that Software in general is not defect free and agree that the existence of such defects shall not
constitute a breach of this Agreement.
you discover a material defect which substantially affects your use of the Software, we shall use all reasonable
endeavours to correct such defects, provided that such defects have not been caused by: (a) your incorrect use,
abuse, or corruption of the Software; (b) use of the Software with other products or software; or (c) use of the
Software on equipment with which the Software is incompatible.
Although we have used all commercially reasonable efforts to
check for the most commonly known viruses, we do not warrant that the Software shall be free from all known
viruses. You are therefore solely responsible for virus scanning the Software.
furthermore do not endorse, monitor, verify or validate any content provided or created by you in the
fee shall be payable annually in advance for the licence granted to you to use VCM. The fee shall include
vetting tokens which cover the cost of vetting your company’s legal compliance documentation. In some instances,
you may be sponsored by a client whereby such client pays these costs on your behalf.
Fees will be payable each year on the anniversary of the initial
registration date. Token fees utilised for vetting are payable in advance to vet each compliance document
required in VCM.
Vetting fees will become payable upon the renewal and/or new
submission of documents and/or information in VCM as vetting needs to be repeated each time the said documents
expire or are updated.
Payment may be made either via VCM’s payment gateway or by means
of an electronic funds transfer into the following bank account:
Account holder: Prochain (Pty) Ltd
Institution: First National Bank
Branch Code: 250655
Account Number: 62515129296
Reference: Your company name
Please take note that you will only be provided with access to
VCM once the applicable amounts reflect in our bank account. We shall thus not be held liable for any delays
caused in this regard. Invoices can be requested via email from email@example.com, by providing your company’s registered name, address and VAT
number (if applicable).
fees are exclusive of VAT.
amounts paid will be refundable under any circumstances nor will additional tokens be provided where incorrect
documentation and/or information is submitted for vetting.
reserve the right to increase any fees in relation to the Software from time to time by providing you with 30
days’ written notice thereof.
the event of either party breaching any of its obligations under these terms and conditions, and where a
defaulting party fails to remedy such breach within a period of 3 business days of receipt of written notice
from the aggrieved party calling upon it to do so, the aggrieved party shall be entitled without further notice
claim specific performance; or suspend or cancel this Agreement in either event, without prejudice to the
aggrieved party’s rights, to claim damages or to enforce any other remedy to which it may be entitled in law.
Specific conditions constituting breach of these terms and
conditions include but are not limited to you: a) providing false information b) committing any fraudulent act;
or c) breaching the confidentiality provisions contained in this Agreement.
Either party may furthermore terminate this Agreement,
immediately without incurring any liability at any given time by written notice thereof to the other party.
Software may include third-party content such as data, information, software and other products or services or
may provide links to third-party websites or services.
do not control or verify the quality or level of services provided by third parties and we are not responsible
for and make no representations or warranties in relation to third parties’ privacy practices or services. Your
use of such third-party service providers is subject to the applicable third party’s terms and conditions and is
at your own risk.
LIMITATION OF LIABILITY
shall not be liable for personal injury, or any incidental, special, indirect or consequential damages
whatsoever, including without limitation, damages for loss of profits, loss of data, business interruption or
any other commercial damages or losses, arising out of this Agreement or related to your use or inability to use
the Software, however caused, regardless of the theory of liability (contract, tort or otherwise) and even if we
have been advised of the possibility of such damages.
accepting these terms, you hereby indemnify and hold Prochain and its directors, officers, employees, third
party service providers or agents harmless against any and all losses, liabilities, damages, claims, fines,
penalties, costs and expenses (including legal fees) arising out of or in connection with this Agreement or use
of the Software.
Prochain shall furthermore not be held liable should your company
suffer reputational damage as a result of the vetting conducted and the subsequent compliance status result
allocated to your company profile, nor will we accept any liability where current or potential work is
compromised due to a non-compliant status.
no event shall our total liability to you exceed the amount of fees paid by you for use of the Software.
Should any dispute, disagreement or claim arise, the parties’
respective managing directors (or their designated nominees) shall endeavour to resolve the dispute in good
faith and with due willingness and intention to determine a solution.
Should the parties fail to resolve the dispute within 15 business
days of having declared such a dispute, the matter can be referred to the Arbitration Foundation of Southern
Africa (“AFSA”) for a ruling to be made.
Arbitration shall be held at Johannesburg, informally, in the
English language and otherwise in accordance with the rules of AFSA, it being the intention that, if possible,
it shall be held and concluded within 30 business days after it has been demanded.
parties agree that the type of arbitrator to be appointed shall be based on the relevant matter.
provisions set out above shall not prevent either party from approaching any court of competent jurisdiction to
obtain interim or other relief in cases of urgency.
notice relating to this Agreement must be sent to the following address by registered mail: 557 Jacqueline
drive, Garsfontein, 0081. We shall, where required, send you notices to the address supplied by you in
Each party hereby irrevocably agrees that a decision of the
arbitrator in the arbitration proceedings: (a) shall be final and binding on each of them; (b) will be carried
into effect; and (c) be made an order of any court to whose jurisdiction the parties are subject.
describes how we collect and use your personal information and data, who we share it with, and your choices and
rights in relation to your personal information and data.
with the Protection of Personal Information Act 4 of 2013 (“POPIA”) as well as the General Data
Protection Regulations 2016/679 (“GDPR”) (in the case of European Union citizens or residents), the
following specific provisions are brought to your attention.
term “Personal Information” refers to any personal or private information about an identifiable living natural
person or, an identifiable existing juristic person (company) and “Special Personal Information” refers
to religious or philosophical beliefs, race or ethnic origin, trade union membership, political persuasion,
health or sex life or biometric information. These terms will be collectively referred to only as “Personal
PERSONAL INFORMATION WE COLLECT
Prochain provides Software to the industry which aims to address
a supplier’s compliance with respect Companies- and B-BBEE Acts as well as compliance to technical
requirements. As such various Personal Information of your company, its directors and shareholders are captured
within the Software.
Personal information which will be collected includes but is not
limited to: a) company details: company name, company registration number, addresses, municipal area and contact
details; b) directors / members / trustee information: names, identity numbers and documents; c) shareholding
information: names, identity numbers and documents, shareholder ownership information, shareholder certificates
and shareholder percentages; d) bank account information; e) tax information: tax compliance status pin document
and tax numbers; f) B-BBEE information: B-BBEE certificate / affidavit and confirmation of turnover (i.e.
turnover letter); g) letter of good standing for workmans compensation; h) contact information; i) other
information such as joint venture agreements between you and a third party (if applicable) and other
certifications required by a client; j) technical capability and traceability information, including your
company’s technical assessment scorecard (if applicable); k) any other Personal Information provided in the
Software; and l) Special Personal Information of your company’s directors and/or shareholders such as gender,
race, credit history, criminal offences or convictions, political exposure and/or sanctions imposed.
PURPOSES OF COLLECTING PERSONAL
primary purpose of VCM is to: 1) enable the establishment of a central supplier database whereby a supplier
registers once and are accessible to all clients making use of VCM; 2) to ensure that supplier’s information can
be verified and vetted via various sources namely credit bureaus, suppliers of background checks and publicly
available platforms to promote compliance and thus prevent corrupt business activities; 3) to create a platform
whereby SMMEs and larger established suppliers can gain equal access to opportunities that participating clients
might make available from time to time; and 4) to enable clients of Prochain to outsource their supplier compliance
management to us.
such your Personal Information is used for our clients to: a) update your company information and data within
their financial system / ERP via Application Programming Interface (APIs); b) to vet your company’s and
director’s Personal Information at bureaus, suppliers of background check services and publicly available
platforms; c) to ascertain your company’s compliance status with regard to the Companies- and B-BBEE Act; d) to
identify and address any risk which a director may pose should such a director be blacklisted, have a criminal
record, be politically exposed and/or have any sanctions imposed on them; e) request quotations, invite tenders
or to request information from you; f) issue purchase orders from their financial system / ERPs to you; g)
complete contract details; h) classify your company according to locality and the Mining Charter (where
applicable); and i) to enable our clients to report on legislative and B-BBEE requirements as required by the
Department of Trade Industry and Competition (DTIC) or the Department of Mineral Resources and Energy
HOW PERSONAL INFORMATION IS
source(s) from which your company’s Personal Information can be collected is as follows: (a) by way of direct
submission thereof to the Software by yourself; b) from publicly accessible platforms; and c) from client(s) to
whom you previously made such Personal Information available.
SECURITY OF YOUR PERSONAL
Your Personal Information may at times leave South Africa due to
the reason that our client base is not limited to the Republic of South Africa alone and our Software is further
hosted on servers located in Europe.
employ all reasonable efforts to ensure that your information is protected from accidental or unlawful
destruction, loss, alteration, unauthorised access, or disclosure by using a combination of physical,
administrative, and technical safeguards. We furthermore contractually require that third parties who may be
exposed to your Personal Information employ the same data protection and security measures.
Software is aligned with the requirements of ISO27001, POPIA & GDPR requirements to ensure data
the unlikely event that your Personal Information is compromised, we shall notify you thereof immediately and we
will provide you with the following information: (a) description of the nature of the breach; (b) the likely consequences;
and (c) description of the measures taken, or proposed to be taken to
address the breach, including measures to mitigate possible adverse effects.
have the right to lodge a complaint to the Information Regulator where you are of the view that your rights in
terms of the POPIA have been neglected.
RETAINING YOUR PERSONAL
Your Personal Information will be retained for as long as you are
registered on VCM and specifically request your profile to be removed. Should you revoke your consent and
request your profile to be removed from VCM, your company profile and information will be removed and/or
destroyed. We will issue a declaration or certificate warranting that your company’s profile and information has
been removed and/or destroyed upon specific request from you.
may furthermore retain your Personal Information as is necessary to fulfil the purpose for which it was
collected unless a longer retention period is required to comply with legal obligations, resolve disputes,
protect our assets, or enforce agreements.
may choose not to provide your Personal Information in which instance we will not be able to provide you access
to use our Software, as we will be prevented to carry out our obligations in terms of our business relationship
with our clients as set out in the purpose.
have the right to access your Personal Information and to maintain and keep such Personal Information
HOW TO CONTACT US
If you have any questions about this agreement, how your Personal
Information is handled by us, have a privacy concern or you wish to make a request or a complaint relating to
the processing of your Personal Information, please contact us via email at firstname.lastname@example.org.
ANTI-BRIBERY AND CORRUPTION
Bribery is a criminal offence under the Prevention and Combating
of Corrupt Activities Act, No. 12 of 2004 (as amended) as well as in various other jurisdictions around the
world such as the UK. Bribery includes offering, giving, requesting or receiving a payment or something of value
(even insignificant value) to secure an improper advantage, improperly influence a decision or to get a party to
perform their job improperly.
protect our interests and that of our clients, it is imperative that your company employs strict measures to
prevent bribery or any other corrupt act from taking place. Such measures should include implementing a code of
conduct and monitoring adherence thereto, policies, procedures as well as systems of internal controls such as
accounting, purchasing and billing systems.
USER UNDERTAKINGS, WARRANTIES AND CONSENT
accepting these terms and conditions
you undertake that neither you, nor your company, your
company’s directors, its representatives or employees shall make any promise, authorise, or make any payment
to, or otherwise contribute any item of value, directly or indirectly, to secure an improper advantage, to
improperly influence a decision or to get a party to perform their job improperly;
you warrant that:
you have the necessary authorisation to provide, submit or
make available your company’s information to us;
you confirm that you have obtained the necessary consent
from your company directors, shareholders and employees (as the case may be) to provide their Personal
Information in VCM;
all information and documentation supplied in VCM is
accurate, true and current and you agree to maintain your company’s compliance information and documentation
in VCM at all times;
you will not share your VCM login details with a third
party and will take all measures necessary to ensure that your login details are kept secret and that the
confidentiality provisions as set out in this Agreement, are maintained;
you provide consent for Prochain to:
vet your company’s legal- and B-BBEE information by making
use of various sources namely credit bureaus, suppliers of background checks and publicly available
platforms and to display the results of such vetting conducted on your company profile to clients which make
use of VCM as a tool to manage their suppliers’ compliance;
make available your company’s compliance documentation to
you agree to indemnify and hold Prochain and its directors,
officers, employees, development partners, third party service providers or agents harmless against any and
all losses, liabilities, damages, claims, fines, penalties, costs and expenses (including legal fees)
arising out of or in connection with this Agreement or use of the Software.
are entitled to change or revoke your consent at any time. If you revoke your consent, your company’s profile
will be removed from VCM and clients of Prochain which make use of VCM to manage their suppliers’ compliance
will no longer be able to access your information from that point on.
clicking on the accept button or continuing to use the Software, you expressly agree to be bound by the terms