PART 1: SUPPLIER AUTHORISATIONS, WARRANTIES AND CONSENT
1. I confirm
that I have the necessary authorisation to provide, submit or make available
information on behalf of my company as required in terms of the Vendor
Compliance Management System (“VCM”)
and in accordance with the purposes of VCM.
2. I confirm
that I have obtained the necessary authorisations from my company directors,
shareholders and employees (as the case may be) to provide their Personal
Information as defined in the Protection of Personal Information Act 4 of 2013 (“POPIA”).
3. I hereby provide
consent for Prochain Best Practice Supply Chain Solutions Proprietary Limited
(“Prochain”), to access my company’s information submitted in VCM. I
acknowledge that acceptance of these Terms and Conditions constitutes
permission to collect and process the Personal Information of my company as
required in VCM and for the purposes as set out in Part 2 (General Terms and
4. By accepting
these terms, I acknowledge that such conduct constitutes a reasonable
unconditional, specific and voluntary consent to the processing of my Personal
Information by Prochain and third party service providers and for same to be
made available to participating VCM clients in accordance with Part 2 (General
Terms and Conditions).
5. I warrant
that all information and documentation, supplied in VCM is accurate, true and
current and agree to maintain my company’s compliance information and
documentation at all times.
6. I unconditionally
agree that considering the purpose of VCM, should I provide any fraudulent information,
that my company profile will be classified as non-compliant and will be flagged
with an indicator to inform participating clients thereof.
7. I agree not
to share my VCM login details with any other person and will take all measures necessary
to ensure that my login details are kept secret. I furthermore agree to
maintain the confidentiality provisions as set out in Part 2 (General Terms and
8. I 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) as set out in Part 2 (General Terms and Conditions).
9. I acknowledge
that I am entitled to change or revoke my consent at any time. When I revoke my
consent, my company’s profile will be removed from VCM and participating clients
will no longer be able to access my information from that point on. My consent
is valid from the date and time when I provide consent and will continue until
I change or revoke my consent.
10. I declare
that I have had the opportunity to read (or have had read to me) and I am aware
of and fully understand all the terms and conditions relating to VCM as set out
in Part 2 (General Terms and Conditions) and Part 3 (EULA) and the consequences
of giving my consent.
IMPORTANT: Should you not accept or agree to the terms
of VCM, please do not continue and do not use the software product.
GENERAL TERMS AND CONDITIONS
1.1. These General
Terms and Conditions (“Terms and Conditions”) shall apply to all suppliers
that register on VCM.
1.2. Where it is
suspected that fraudulent representations have been made, Prochain shall
without any prejudice to its rights, inform relevant participating clients of such
suspicion for further investigation by such client(s). Should it be found that
fraudulent representations have indeed been made on the part of the supplier,
Prochain shall flag such a supplier on VCM and may inform relevant authorities
should take specific note that the main purpose of VCM is to promote legal
compliance. In this regard the supplier acknowledges and agrees that Prochain does not in any way guarantee or warrant that the
supplier will obtain any opportunities or new business by virtue of registering
1.4. All a
supplier’s company compliance documentation must be submitted for vetting
before a supplier will be able to respond to opportunities (where available). Vetting
of documentation may take up to 3 business days. In this regard,
suppliers are urged to submit their profiles for vetting timeously. Prochain
will not be held liable should a supplier be unable to respond to RFQs due to
its profile not being vetted in full.
1.5. Permitting a
supplier to use and access VCM will be at the sole discretion of Prochain.
Prochain reserves the right to remove a supplier from VCM where any actual or
perceived conflict of interest may exist.
1.6. The law which
applies to these Terms and Conditions shall be the law of the Republic of South
Licence- and Vetting Fees
2.1. To make use
of VCM, a supplier will be required to pay an annual licence fee per user as
well as token fees for the purpose of vetting its legal compliance documentation
and/or information. In some instances, clients may sponsor their suppliers and thus
pay these costs on their behalf.
2.2. Payment can
be made via VCM’s payment gateway, alternatively should a supplier wish to make
payment into Prochain’s bank account, Prochain will only provide access to VCM
or commence with vetting once the applicable amounts reflect. Prochain shall
not be held liable for any delays caused in this regard. Invoices can be
requested via email from firstname.lastname@example.org,
by providing the supplier’s full company name, address and VAT number (if
2.3. Licence fees
will be payable each year on the birthday of the initial registration date.
2.4. Token fees utilised
for vetting are payable in advance to vet each document required within VCM.
2.5. Vetting fees
become payable upon the renewal and/or new submission of documents and/or
information on VCM as vetting needs to be repeated each time the said documents
expire or are updated.
2.6. No refunds
shall be made in the instance where a supplier submits and/or provides
incorrect documentation and/or information, nor will additional tokens be
2.7. Fees paid
will not be refundable under any circumstances.
Protection of Personal Information
3.1. To comply
with the Protection of Private Information Act 4 of 2013 (“POPI Act”),
the following specific provisions are brought to the attention of the supplier.
3.2. The term “Personal
Information” refers to any private information about an identifiable living
natural person or, an identifiable existing juristic person (company).
3.3. Prochain will
collect documentation and subsequently, Personal Information relating to the supplier.
Such documentation and/or information shall include but not be limited to:
Company details: company name, company
registration number, addresses, municipal
area and contact details;
Directors / members / trustee information:
names, identity numbers and documents;
Shareholding information: names,
identity numbers and documents, shareholder ownership information, shareholder
certificates and shareholder percentages;
Financial information: bank account
details and back account confirmation letters;
Tax information: tax compliance status
pin documents and tax numbers;
B-BBEE information: B-BBEE certificate
or affidavit and confirmation of turnover (i.e. turnover letter;
Letter of Good Standing for workmans
Contact information of the supplier and
its representatives: telephone numbers, cell phone numbers and e-mail addresses;
Other information such as joint venture
agreements between the supplier and a third party (if applicable) and other
certifications required by participating clients;
Technical capability and traceability
information, including supplier’s technical assessment scorecard (if applicable);
Any other Personal Information as
provided by the supplier; and
Special Personal Information of the
supplier such as gender, race and/or ethnic origin, biometric information or
information about criminal offences or convictions.
3.4. The Personal
Information listed above will be received by Prochain and used specifically to
carry out vetting on a supplier’s legal- and B-BBEE compliance documentation.
The following information will be available to participating clients:
status or results and the supplier’s vetting reports;
registration documentation and information such as registered company name, trading-as
name, known-as name, registration number, addresses and municipal area;
3.4.3. Director and
shareholder names and identity numbers and documents;
details, names, surnames, telephone and cell phone numbers and e-mail
3.4.5. Tax compliance
documentation, tax numbers and banking details;
3.4.6. Letter of
Good Standing for Workmans Compensation;
certificate or affidavit, shareholder ownership information, shareholding
percentages, levels and any subsequent supplier classifications in terms of the
3.4.8. Special Personal Information such as gender, race and/or ethnic origin,
biometric information or information about criminal offences or convictions.
3.5. Prochain may appoint
and/or collect information relating to a supplier from various third parties
including bureaus, suppliers of background check services and publicly
3.6. The purposes
for which the supplier’s Personal Information will be collected and processed
are as follows:
3.6.1. To enable the
establishment of a central supplier database whereby suppliers register once
and are visible to all participating clients;
3.6.2. To ensure
that the Personal Information of all suppliers on VCM are verified and vetted
to promote compliance and thus prevent corrupt business activities;
3.6.3. 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;
3.6.4. To enable
participating clients to:
Outsource their supplier compliance management to Prochain;
Update their suppliers’ information and data within their
financial system / ERP via APIs;
Ascertain a supplier’s compliance status with regard to the Companies- and B-BBEE Act;
18.104.22.168. Ascertain whether
directors have been guilty of criminal offenses;
quotations; invite tenders or to request information;
22.214.171.124. Issue purchase
orders from their financial system / ERPs;
126.96.36.199. To classify
suppliers according to locality and the Mining Charter (where applicable); and
188.8.131.52. To enable legislative
and B-BBEE reporting required by the Department of Trade Industry and
Competition or the Department of Mineral Resources.
3.7. The source(s)
from which the Personal Information will be collected include:
3.7.1. The supplier
itself by way of direct submission thereof to VCM;
3.7.2. Publicly accessible
3.7.3. Client(s) to
whom the supplier previously made such Personal Information available.
3.8. Failure on
the part of a supplier to provide its Personal Information will prevent Prochain
and participating clients from carrying out the above.
3.9. All suppliers’
Personal Information is stored in the cloud. Only such personnel authorised and
participating clients have access to such Personal Information.
3.10. A supplier’s Personal
Information may at times leave South Africa due to the reason that Prochain’s client
base is not limited to the Republic of South Africa alone and VCM is further
hosted on servers located in Europe.
3.11. Data security
is managed by our third-party developers which also host VCM. The said
developers are ISO:270001 certified, POPIA and GDPR compliant.
3.12. The supplier
has the right to access its Personal Information and has the obligation to
rectify any incorrect details and to maintain and keep such Personal
3.13. The Personal
Information collected by Prochain will be retained for as long as a supplier is
registered on VCM and specifically requests its profile to be removed. Should a
supplier revoke its consent and requests its profile to be removed from VCM, such
supplier’s profile and information will be deleted from all platforms as may be
applicable. Upon specific request from the supplier, Prochain will issue a declaration
or certificate warranting that the supplier’s profile and information has been
3.14. Should there
be a breach of the confidentiality of a supplier’s Personal Information, Prochain
shall notify the affected supplier immediately thereof.
3.15. The supplier
shall in such an instance be provided with the following:
Description of the nature of the breach;
The likely consequences; and
Description of the measures taken, or proposed to be taken to
address the breach, including measures to mitigate its possible adverse
3.16. The supplier
has the right to lodge a complaint to the Information Regulator where the supplier
is of the view that its rights in terms of the POPI Act have been breached. The
contact details of the Information Regulator are as follows:
number: 012 406 4818
086 500 3351
4.1. For the
purposes of these Terms and Conditions, all information furnished by Prochain
to the supplier, and vice versa, shall be deemed confidential information.
Prochain’s confidential information is specifically recorded to include, but
not be limited to:
information which includes but is not limited to: coding developed by Prochain;
VCM training or information manuals; screens; manner of collecting information;
vetting processes, results, vetting classifications and reports; any type of supplier
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
4.1.2. Any other
commercially sensitive information.
4.2. With respect
to all confidential information provided by either party, the parties will use
the same care and diligence to prevent disclosure to unauthorised third
parties, as it employs to avoid disclosure, publication or dissemination of its
own confidential information.
4.3. Each party
will ensure that its employees or agents who may require to be exposed to the other
Party’s confidential information, will have signed a confidentiality agreement
which contains no less favourable terms than those set out herein.
4.4. Should a
supplier require to share Prochain’s confidential information with a third
party, the supplier, 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.
Prochain suspects a breach of these terms, Prochain shall without prejudice and
liability, have the
right to suspend such supplier’s use of- and access to VCM as well as restrict
any other entities with the same directors. Such suspension may be temporary or
permanent and shall be at the sole discretion of Prochain.
the foregoing, this clause will not apply to any information, to which the
parties can demonstrate the following:
4.6.1. At the time
of disclosure, such information was known in the public domain;
disclosure, such information became published or otherwise, becomes part of the
public domain through no fault of the receiving party;
information was already in the possession of the receiving party at the time of
disclosure by the disclosing party; or
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.
4.7. A 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 within 3
business days that such destruction was carried out. Failing which, the requesting
party may report the other party to the Information Regulator.
4.8. The parties
agree to use the confidential information for the sole purpose of these Terms
and Conditions and the purposes as set out herein.
4.9. 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 these Terms and Conditions for any reason whatsoever and remain
binding on the parties in perpetuity.
Breach and Termination
In 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:
to 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:
false information provided by the supplier or where a supplier
commits any fraudulent act; or
breaches the confidentiality provisions contained in these Terms
Either party may furthermore terminate this agreement, immediately
without incurring any liability at any given time by written notice thereof to
the other party.
Limitation of Liability
6.1. Prochain takes
reasonable technical and organisational measures to secure the integrity of a
supplier’s Personal Information and uses accepted technological standards to
prevent unauthorised access or disclosure, and to protect Personal Information
from misuse, loss, alteration and destruction. Despite these measures, as far
as the law allows, Prochain will not be liable for any loss, claim and/or
damage arising from any unauthorised access, disclosure, misuse, loss,
alteration or destruction of a Supplier’s Personal- and/or Special Personal
6.2. The supplier hereby
indemnifies and holds 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 VCM.
6.3. Prochain shall
further not be held liable should a supplier suffer reputational damage or
where current or potential work of such a supplier is compromised as a result
of the vetting conducted and the subsequent compliance status results allocated
to such a supplier’s profile.
7.1. All electronic
communications received by Prochain whether directly or via VCM from the
supplier or vice versa shall be deemed legally binding and enforceable by law
as provided in Chapter 3, section 11(1) – 11(3) of the Electronic
Communications and Transactions Act 25 of 2002, provided that the electronic
communication have been sent by a person duly authorised to commit the party in
accordance with the provisions of these Terms and Conditions.
information contained in any electronic communication shall be deemed as
confidential, legally privileged and protected by law. Any electronic
communication shall be deemed solely for the use of the intended recipient to
whom it is addressed. The unauthorised use of any such electronic communication
or any attachments thereto, by any person other than the intended recipient is
strictly prohibited and may lead to an immediate termination of this agreement.
3: END-USER LICENCE AGREEMENT FOR VCM AND THE REQUEST FOR QUOTATION FUNCTIONALITY
IMPORTANT: Please read
the terms and conditions of this license agreement carefully before continuing:
Prochain’s End-User License Agreement (“EULA”) is a legal
and binding agreement between the supplier (either an individual or a single
entity) and Prochain, for the Prochain software product(s), namely the Vendor
Compliance Management system (“VCM”) and request for quotation
functionality which may include associated software components, media, printed
materials, and “online” or electronic documentation (“Software Product”).
By installing, copying or otherwise using the Software Product, the
supplier agrees to be bound by the terms of this EULA. This license agreement
represents the entire agreement concerning the programme between the supplier
and Prochain (referred to as “licenser”).
The Software Product is protected by copyright laws and
international copyright treaties, as well as other intellectual property laws
and treaties. The Software Product is licensed, not sold.
Grant of License
Prochain grants the supplier the right to use the cloud-based Software
Product on its computer running a validly licensed copy of the operating system
and internet browser for which the Software Product was designed [Windows XP,
Windows Vista, Windows 7].
Description of Other Rights and Limitations
Maintenance of Copyright Notices
The supplier may not remove or alter any copyright notices on any
and all copies of the Software Product.
The supplier may not distribute registered or unregistered copies
of the Software Product to third parties.
Prohibition on Reverse Engineering, Decompilation and Disassembly
The supplier may not reverse engineer, decompile, or disassemble
the Software Product, except and only to the extent that such activity is
expressly permitted by applicable law notwithstanding this limitation.
The supplier may not rent, lease or lend the Software Product.
Prochain may provide the supplier with support services related to
the Software Product (“Support Services”). Any supplemental software
code provided to the supplier as part of the Support Services shall be
considered part of the Software Product and subject to the terms and conditions
of this EULA.
Compliance with Applicable Laws
The supplier must comply with all applicable laws regarding use of
the Software Product.
including but not limited to copyrights, in and to the Software Product and any
copies thereof are owned by Prochain. All title and intellectual property
rights in and to the content which may be accessed through use of the Software
Product is the property of the respective content owner and may be protected by
applicable copyright or other intellectual property laws and treaties. This
EULA grants the supplier no right to use such content. All rights not expressly
granted are reserved by Prochain.
expressly disclaims any warranty for the Software Product. The Software Product
is provided “As Is” without any express or implied warranty of any kind,
including but not limited to any warranties of merchantability, non-infringement,
or fitness of a particular purpose. Prochain does not warrant or assume
responsibility for the accuracy or completeness of any information, text,
graphics, links or other items contained within the Software Product. Prochain
makes no warranties in respect of any harm that may be caused by the
transmission of a computer virus, worm, time bomb, logic bomb or other such
computer program. Prochain further expressly disclaims any warranty or
representation to Authorised Users or to any third party.