1.7. “POPI” means the Protection of Personal Information Act, No 4 of 2013, as amended from time to time, including any regulations and/or code of conduct made under the Act.

1.8. “Personal Information” shall have the meaning ascribed to it in Chapter 1 of POPI.

1.9. “Services” means the services provided by Procure Africa to Customers in the form of any Instruction, reports, technical, customer and IT services.

1.10. "Parties" means the parties to These Terms & Conditions including Procure Africa and a Buyer or Supplier, warranted by the acceptance of these Terms & Conditions during the onboarding process for Customers.

1.11. “Permitted Purpose” means the purpose of Customers receiving the digital services of Procure Africa.

1.12. “RFQ/s” means “Request for Quotation/s.

1.13. “Terms and Conditions” means these Terms & Conditions as agreed to by Customers signed by authorized signatories of each Customer.

2. THESE TERMS AND CONDITIONS SHALL:

2.1 Apply to, form the basis of an agreement between, and be the written agreement entered into by and between, the Customer and Procure Africa and prevail over any terms or conditions contained in any Customer documentation.

2.2 No addition to or variation, deletion, or agreed cancellation of all or any clauses or provisions of this Agreement will be of any force or effect unless in writing and signed by the Parties.

2.3 No amendment or modification to these Terms & Conditions shall be effective unless in writing and signed by authorised signatories of the Parties.

2.4 This Agreement is governed under jurisdiction of the laws of the Republic of South Africa.

2.5 These Terms & Conditions constitutes the whole of the agreement relating to the matters dealt with herein and no undertaking, representation, term or condition relating to the subject matter of These Terms & Conditions not incorporated in These Terms & Conditions shall be binding.

2.6 For the duration of this Agreement, Customers may not exercise any undue influence on or solicit any Procure Africa employee which might result in a potential benefit being derived by the Customer.

2.7 Any waiver, suspension or postponement of any right by any Party will be effective only in the specific instance and for the purpose given and must be in writing and signed by such Party.

2.8 This Agreement or any part, may not be ceded, delegated, or assigned by either Party without the prior written consent of the other Party.

2.9 Except as specifically provided herein, each Party will bear and pay its own legal costs and expenses negotiation, drafting, preparation and implementation of this Agreement.

2.10 These Terms & Conditions may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement as at the date of signature of the Customer.

2.11 The persons signing These Terms & Conditions in a representative capacity warrant their authority to do so.

2.12 All “conflicts of interest” including shareholding and family, friends etc. with and in Procure Africa and Buyers must be disclosed immediately when the conflict becomes known to the Responsible Party.

2.13 By accepting these Terms & Conditions, Customers accept to abide to all clauses contained herein.

3. CONFIDENTIALITY

3.1 In These Terms & Conditions, the Customer acknowledges that the information on Procure Africa is Confidential Information, a valuable, special, and unique asset of Procure Africa, and Procure Africa may suffer substantial economic and other loss in the event of such Confidential Information being disclosed or used otherwise than in accordance with These Terms & Conditions. Customers agree not to disclose any information about Procure Africa to third parties.

3.2 Each party shall retain all its rights, title, and interest in and to its own Intellectual Property. The Parties specifically agree that any Intellectual Property developed and/or created for and unique to Procure Africa throughout the duration of these Terms & Conditions shall remain the sole property of Procure Africa.

3.3 Procure Africa shall have all rights to the Intellectual Property which is developed or generated for as part of the Services provided under these Terms & Conditions, including but not limited to all content, images, videos, audio, articles, fonts, backgrounds, coding, advertisements, domains, plain text, mark-up anchors, hyperlinks, plug ins, banners and graphic designs, drawings, plans, diagrams, specifications, reports, blue prints, costings, schematics and models as a result of Procure Africa or the Customer performing the Services and/or receiving the Services.

3.4 The Parties shall comply with the security and information protection obligations equivalent to those imposed on them in terms of POPI and other applicable data protection legislation, and shall implement and maintain technical and organisational security procedures necessary to preserve the security and confidentiality of the personal information in its possession and to protect such personal information against unauthorised disclosure, access or processing, accidental loss, destruction or damage.

3.5 All Confidential Information disclosed by a Customer, which otherwise comes to the knowledge of Procure Africa, is acknowledged by the Customer:

3.5.1 to be proprietary to the Procure Africa and not to confer any rights of whatsoever nature in such Confidential Information on the Customer, who irrevocably and unconditionally agrees and undertakes to treat and safeguard the Confidential Information as strictly private, secret and confidential, and not to use or permit the use of the Confidential Information for any purpose other than the Permitted Purpose and, in particular, not to use or permit the use of the Confidential Information, whether directly or indirectly, to obtain a commercial, trading, investment, financial or other advantage over Procure Africa or otherwise use it to the detriment of Procure Africa, except as permitted by These Terms & Conditions,

3.5.2 not to disclose or divulge, directly or indirectly, the Confidential Information in any manner to any third party for any reason or purpose whatsoever,

3.5.3 not to decompile, disassemble or reverse engineer or otherwise modify, adapt, alter or vary the whole or any part of the Confidential Information; not to copy or reproduce the Confidential Information by any means without the prior written consent of Procure Africa,

3.5.4 to keep all Confidential Information safe and secure and to take all such steps as may be reasonably necessary to protect it against theft, damage, loss and/or unauthorised access, and

3.5.5 to return or destroy all media and reports containing any Confidential Information to Procure Africa should the Permitted Purpose be validly terminated.

In the event that the Customer is required to disclose Confidential Information pursuant to a requirement or request by operation of law, regulation or court order, it will, to the extent that it is legally entitled to do so advise Procure Africa thereof in writing prior to disclosure, if possible, and take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can.

The obligations of the Customer with respect to each item of Confidential Information shall commence on the date on which such information is disclosed or otherwise received (whether before or after the Signature Date) and shall endure thereafter until the date upon which the item of information concerned ceases to be Confidential Information.

4. PROTECTION OF PERSONAL INFORMATION

4.1 Parties agree to abide by the statutory prescribed conditions for the lawful Processing of Personal Information for the Permitted Purpose as per the POPI Act.

4.2 The Parties shall fully comply with their statutory obligations contained in POPI when processing Personal Information obtained. Without limiting the generality of the aforesaid, Procure Africa shall ensure that the Privacy and Data Protection Conditions are adhered to when Processing Customer Information.

4.3 Both Parties agree to retain Personal Information as confidential, and processed in a fair and lawful manner, for the specific purposes of the Permitted Purpose.

4.4 Customers agree that reasonable steps will be taken to ensure that the personal information collected is complete, accurate, not misleading and updated where necessary.

4.5 Customer is aware of personal information shared with Procure Africa; they complete the onboarding process digitally with Procure Africa.

4.6 Personal information will be kept secure against the risk of loss, unlawful access, interference, modification, unauthorized destruction and disclosure.

4.7 Disclosures of information to third parties, must be consented to in writing by Customer.

4.8 Customer agrees to a credit vetting process by a vetting agency to manage integrity of Customers on the Procure Africa platform. Customer consents to this credit vetting process for ethical and statutory compliance.

4.9 Customer permits Procure Africa to share, obtain and utilise their credit information to establish the relationship / termination / offboarding / onboarding of Customer in line with Procure Africa operations.

4.10 Customer agrees to indemnify and will hold harmless both the Third Party credit rating agency and Procure Africa from any direct and consequential losses arising from the credit vetting process.

4.11 Customer information will be stored on Procure Africa’s IT platform, and deleted once a Customer relationship has been terminated for whatever reason.

4.12 Notwithstanding the other provisions of these Terms and Conditions, Customers will be bound by confidentiality indefinitely, whether they remain as Customers or have terminated for whatever reason. Customers and past Customers are expected to refrain from discussing Procure Africa without written consent from Procure Africa directly.

4.13 EXCLUSIONS:
The undertakings given by Procure Africa in these Terms & Conditions shall not apply to any information which is or becomes generally available to the public, and /or has lawfully become known by or come into the possession of Procure Africa on a non-confidential basis from a source other than Procure Africa, having the legal right to disclose same.

5. SERVICES

5.1 Procure Africa provides a digital Ecommerce platform for Buyers and Suppliers to receive and send RFQ’s online between Parties.

5.2 The Services comprise Request for Quotations (RFQ’s), for a multitude of goods and services across industries, between Buyers and Sellers.

5.3 Once quotations are received from Suppliers, Buyers then establish their own unique approach and relationships with Suppliers.

5.4 Procure Africa does not engage in the selection/ award of suppliers by Buyers, nor the relationship developed by each and every party, nor the pricing, quality and condition of goods or services.

5.5 Procure Africa does not engage in relationships, disputes or arrangements between parties of any kind, including placing of orders, receiving of goods, transport of goods, payments of accounts, or any contractual obligations between parties.

5.6 The nature and type of Products and/or Services ordered, the quantity and the date of delivery thereof must be arranged between Buyers and Suppliers, without Procure Africa. Suppliers and Buyers ensure that their relationships and contracting are managed in line with their businesses.

5.7 Quality standards and specification provisions are managed directly between Buyers and Suppliers.

5.8 Delivery, returns, exchanges etc. are to be managed directly between Buyers and Suppliers.

5.9 Suppliers warrant that they have the skill, experience and expertise to perform the Services / supply the Goods to Buyers and shall deliver all Products in working order free from defects, and provide services to the desired quality.

5.10 Buyers shall provide specific details of goods and services required, and shall ensure that Suppliers understand their requirements.

5.11 Buyers acknowledge that they will establish suitable contractual relationships with suppliers based on their specific business requirements, and that Procure Africa has no obligations in this regard. Relationships, performance measurement, pricing, contractual specifications, logistics, delivery etc. have no bearing on Procure Africa in any way or form whatsoever.

5.12 Procure Africa acts independently and these Terms & Conditions shall not be construed as creating relationships of agency, partnership or joint venture with the Parties.

5.13 Procure Africa may in its sole discretion unilaterally and exclusively make changes to its proprietary information, systems, forms, Technology, process, work-flows and conduct itself exclusively without conferring any rights to Customers.

5.14 Procure Africa solely establishes and grants access to the platform. Access shall not be granted to third parties on behalf of any Customer.

6. PRICING AND PAYMENT

6.1 Pricing will be agreed with Customers during the onboarding process.

6.2 Procure Africa subscriptions will be paid monthly, based on the competitive rates, which may be adjusted from time to time, with notice to Customers.

6.3 Procure Africa will submit Vat Invoices, once registered for Vat with SARS.

6.4 Payments shall be made via EFT and /or online payment gateway.

7. BREACH

7.1 Without prejudice to the other rights of Procure Africa, in the event of any breach , including unauthorised disclosure or use of the Confidential Information, the Customer shall, at their sole cost immediately notify Procure Africa in writing and take such steps as required to remedy or mitigate the effects of such actual or threatened breach.

7.2 In the event that the Customer:

7.2.1 commits a breach of any provision of this these Terms & Conditions which can be remedied and fails to remedy such breach within 7 (seven) Business Days after delivery by Procure Africa of a written notice requiring the Customer to do so;

7.2.2 commits an act which would be an act of insolvency as defined in the Insolvency Act, 1936 as amended or replaced from time to time;

7.2.3 effects or attempts to effect a compromise or composition with its creditors; or

7.2.4 takes steps to place itself or is placed in liquidation whether provisionally or finally, or placed in business rescue; Procure Africa shall be entitled, without prejudice to any other rights or remedies which it may have under these Terms & Conditions or in Law, to immediately terminate this Agreement with Customer/s forthwith or to claim immediate specific performance or any other equitable relief of the Customer’s breach obligations, whether due for performance or not, and without prejudice to the right to claim damages.

7.3 The Customer hereby indemnifies Procure Africa against any direct or indirect loss or damage (including consequential loss and loss of profits) it may suffer due to a breach of These Terms & Conditions by Procure Africa.

7.4 Disputes and further breaches shall be resolved through negotiation, in the first instance, failing which an independent party shall be selected for mediation. Should the parties still not reach agreement, the dispute will be managed through arbitration. The Arbitrators ruling is final and binding and Customer/s agree to abide by the Arbitration decision as final.

8. LIABILITY AND INDEMNITY

The Customer hereby indemnifies and agrees to hold Procure Africa harmless from and against any damages or loss (whether directly or indirectly) suffered by the Customer, any of its directors, officers, employees, customers, agents, contractors due to any act, omission or negligence of Procure Africa or its Personnel in connection with or resulting from the provision of the Permitted Services.

9. WARRANTIES

9.1 The Customer warrants and represents Procure Africa that:

9.1.1 it shall strictly adhere to and comply with the Terms & Conditions of all Laws and Instructions;

9.1.2 not engage in any conduct which brings or is likely to bring the reputation of Procure Africa into disrepute;

9.1.3 it has the skill, experience and expertise and is competent to undertake and perform the Services / Goods / Purchases / Sales for Products and Services it provides RFQ’s on instruction;

9.1.4 it will process and maintain any personal information obtained from Procure Africa in compliance with POPI and shall be stored and managed on private secure servers in accordance with good industry practices and all applicable Laws.

9.1.5 ANTI-CORRUPTION: The Customer warrants that its performance under this Agreement shall be in full compliance with the Policy and all applicable anti-corruption laws and regulations, including but not limited to the U.S. Foreign Corrupt Practices Act and the UK Bribery Act. Accordingly, the Customer agrees that in connection with its activities under these Terms & Conditions, neither the Customer nor any agent, affiliate, employee, or other person acting on its behalf will offer, promise, give, or authorize the giving of anything of value, or offer, promise, make, or authorize the making of any bribe, rebate, payoff, influence payment, facilitation payment, kickback, or other unlawful payment, to any government official, political party, or candidate for public office in order to obtain or retain business, gain any unfair advantage, or influence any act or decision of a government official.

9.1.6 Procure Africa excludes and disclaims all warranties, whether expressed or implied, statutory or otherwise in line with these Terms & Conditions.

10. FORCE MAJEURE

10.1 In the event that These Terms & Conditions shall cause to be delayed, hindered or prevented from doing or performing any act beyond the control of either Party, including Force Majeure i.e. flood, fire, earthquake, war, restrictions by any Relevant Authority, acts of God, strikes, lockouts, casualties, labour difficulties, logistic and shortages, failure of power, Applicable Laws, riots, accidents which reasonable could not have avoided etc., then such Party shall not be responsible for such delay and the performance of obligations shall be excused for the period of the delay, by granting a reasonable extension.

10.2 Where the event subsists for a continuous period of at least 3 (three) months, termination may be discussed, and granted on written notice of termination by one Party.

11. NOTICES AND DOMICILIA

11.1 The Customers select as their domicilia citandi et executandi their physical address as indicated on their Customer onboarding application information, for the purposes of sending notices under These Terms & Conditions.

11.2 All notices to be given for these Terms & Conditions will be given in writing, in English, and will be delivered by hand and be presumed to have been received on the date of delivery.

Thank you for choosing Procure Africa!
Last updated: 01/02/2024