1. Background information
Procompare is a business in the Information and Communication Services Industry, offering a technology platform that helps Providers (companies or private individuals) source new customers by sending them verified sales leads for their services. Procompare offers a Subscription to its Lead generation Services to Providers that wish to receive verified sales leads. Procompare charges these Providers on a Pay-per-Lead basis for every lead sent to them in accordance with their Subscription. Procompare merely acts as an intermediary and does not guarantee that the Users will order from the Providers.
2. Definitions of terms
In this Agreement, unless clearly inconsistent with or otherwise indicated by the context, the following terms shall have the meanings assigned to them hereunder:
3. Lead Generation Service
It is hereby agreed that Procompare independently decides when and in what manner it will generate Leads for the Provider as well as the number of Leads it will generate or refer to a Provider.
Procompare makes no guarantees regarding the scope or content of the Leads a Provider will receive, which are always subject to the data provided by the Users to Procompare.
Procompare forwards the Users’ contact information to the Provider, e.g. their given name, surname, telephone number, email address, home address, and other information relating to their request for a Quote, and the Provider consents to the disclosure of its information to the User, including publication of any review, testimonial or comments by that User in respect of the Provider’s services or products. The Provider agrees not to make any public comment about Procompare without first obtaining its written approval.
Procompare shall not be responsible or be deemed responsible or liable for any delay or loss or increased costs or unforeseen technical issues relating to or preventing the Provider from receiving Leads or responding thereto, or in any other way impacting on the Provider’s Quote, and the Provider hereby indemnifies Procompare, its employees, directors and shareholders against any claims, including for damages in this regard suffered by the Provider, its employees, directors and/or shareholders.
The Provider warrants that it is duly registered with the relevant authorities or industry bodies, where required, is compliant with its tax affairs and will carry out services and/or supply products pertaining to the generated Leads in compliance with all applicable legislation and standards in the Republic of South Africa, including but not limited to all applicable data protection and privacy laws, and with the highest degree of care and skill and with expert knowledge required in its industry or profession.
Procompare shall not be responsible for any dispute between the Provider and the User, howsoever arising, as it merely acts as an intermediary, and consequently, Procompare shall also not be responsible for the terms of any Quote or agreement between the Provider and User, its preparation, execution, and legal and other consequences flowing from inter alia the implementation, termination or breach of such Quote or subsequent agreement or from a failure to agree, or to record the terms of an agreement in any way. The Provider is solely responsible for its contractual relationship with the User, and hereby indemnifies Procompare, its employees, directors and shareholders against any claim, counterclaim, loss or damages suffered by it or Procompare or brought against it or Procompare by the User, or any Third party, as a consequence of the Service.
ProCompare takes responsibility for all aspects relating to the transaction between the Provider and Procompare (but under no circumstances for the transaction between the User and the Provider), including the processing of the Order Form and ensuring Leads and any other information contracted for are passed onto the Provider in terms of the Order Form, , customer service and support, dispute resolution and delivery of the Leads to the Provider.
4. Prices and payment
Free of charge for users: Procompare does not charge Users for their use of the Procompare website or their requests for Quotes, or the Leads and only the Providers pay for the Services.
Pricelist: The price of an individual Lead sent from Procompare to the Provider is published at https://www.procompare.co.za/price-list, and all Prices are in South African Rand and VAT exclusive. It is the Provider’s obligation to avail itself of these Prices.
Pay per lead sent to the Provider: The Provider and Procompare hereby agree that the Provider shall pay the Prices to Procompare based on its published Price on the price list for each Lead sent to the Provider as detailed in the Order Form. The Prices payable to Procompare for its Lead generation are subject to the Provider’s Monthly Budget set out in the Order Form, or as updated thereafter.
Monthly budget: Procompare will not send Leads to the Provider once the Provider has received enough Leads to satisfy its Monthly Budget in a calendar month. If the budget is not reached in a calendar month then the remainder of the Provider’s Monthly Budget is transferred to the next calendar month.
Payment due date: The Provider agrees to pay the Prices due to Procompare in respect of the Price per Lead provided by Procompare to the Provider within 7 calendar days of receipt of an invoice, without deduction or set-off or withholding of payment for a counterclaim, or for any other reason.
Price change: Procompare must inform the Provider of a change in its Prices via email at least 8 days prior to implementing new Prices for the Service, which will be published on its Website. The Provider agrees with the new price if the Provider does not contest it in writing within 8 calendar days of receiving the notification about the Fee change. If the Provider contests the new Prices, as required above, their Order shall be deemed to have been cancelled effective on the day before Procompare starts charging the new Prices.
Should the Provider fail, refuse or neglect to pay the Procompare invoice timeously as set out above then Procompare may elect to charge interest on the outstanding amount at the prescribed legal rate of interest applicable from time to time from the due date until payment in full, calculated monthly in arrears and compounded annually.
5. Payment options
Procompare.co.za will charge Users at their election either by prepayment or upon issuing of an invoice (“postpayment”). All payments must be made as set out below and on no other basis,
Postpayment: Procompare will invoice the Provider monthly in arrears for the Service provided based on Leads sent to the Provider and the Price per Lead.
Prepayment (recurring payment): Procompare will invoice the Provider monthly in advance. Procompare will charge for the Monthly Budget set out in the Order form within three (3) working days of receiving the confirmed Order for the first month and then at the beginning of each following month. If the Provider cancels the order form, they will still receive Leads for the Monthly Budget paid in advance, until the funds are used up in full.
Procompare offers the following payment methods: Direct Debit, EFT transfer, Visa and MasterCard, Recurring Visa and MasterCard payment.
Despite other provisions of the Payment options selected by the Provider, Procompare has the right to insist on payment in advance from the Provider before sending Leads to the Provider where Procompare deems such appropriate in its sole discretion.
Card transactions will be acquired for Procompare via PayGate (Pty) Ltd who are the approved payment gateway for all South African Acquiring Banks. PayGate uses the strictest form of encryption, namely Secure Socket Layer 3 (SSL3) and no Card details are stored on the website. Users may go to www.paygate.co.za to view their security certificate and security policy.
Customer details will be stored by Procompare separately from card details which are entered by the client on PayGate’s secure site. For more detail on PayGate refer to www.paygate.co.za.
The merchant outlet country at the time of presenting payment options to the cardholder is South Africa. Transaction currency is South African Rand (ZAR).
6. Cancellation and Refund policy
The payments to Procompare for the Service are non-refundable. Nonetheless, Procompare may in its sole and absolute discretion consider the application for a refund and will process your written request which Procompare considers valid within thirty (30) days of receiving it. You may request a cancellation or refund by emailing your request to firstname.lastname@example.org. If you cancel the Service at any time without following this process, you will not receive any refund.
If you received a Lead that is inconsistent with your Order, should you fail to receive any Leads for a period in excess of 30 days due to an absence of Users for the particular category of Leads, or if the contact data in the Lead is invalid, you must inform us within 30 days of receiving a Lead to qualify for a credit by sending an email to email@example.com. Procompare will conduct an audit and consider the request in its absolute discretion. Any requests found to be valid will result in Procompare crediting your account with Procompare. Procompare does not provide any cash or credit card refunds in these circumstances.
7. Data security - Forwarding and processing data
Procompare shall take all reasonable steps to protect the personal information of Users. For the purpose of this clause, "personal information" shall be defined as detailed in the Promotion of Access to Information Act 2 of 2000 (PAIA). The PAIA may be downloaded from: http://www.polity.org.za/attachment.php?aa_id=3569.
Procompare shall forward Users’ personal or other data to the Provider for the purpose of processing a request for a Quote, and the Provider agrees and warrants that it will only use and process the Users’ data for the purpose of preparing a Quote and/or concluding a business deal with that User, and the Provider further warrants that it will process all personal information in compliance with the Protection of Personal Information Act, as well as any other legislation applicable to it.
The Provider recognises that the purpose of data processing is determined exclusively by Procompare.
The Provider undertakes that they will adequately protect the User data they receive from Procompare for the purpose of processing the data to generate the Quote and to action or implement any accepted Quotes or agreements concluded with the Users.
- The Provider will ensure that the email addresses and telephone numbers for receiving Leads will be adequately protected with passwords and that unauthorised persons are prevented from gaining access to them.
- The Provider will provide adequate computer protection and protection against cyber-attacks to safeguard the User’s data.
- The Provider will not leave documents containing personal data unattended or dispose of the data without destroying the same beforehand.
The Provider undertakes to delete User data as soon as storage of such User’s personal data will no longer be necessary for the purpose of preparing a Quote and/or concluding a business deal with the User.
The Provider undertakes that they shall promptly notify Procompare of any User data deletion demand.
The Provider undertakes that, upon Procompare’s demand, they will promptly fill in, forward, delete or rectify data or cease data processing of an individual User or Users in general.
- In the event of a personal data breach, the Provider undertakes to promptly notify the competent supervisory authority.
- In the event of a personal data breach, the Provider undertakes to promptly notify Procompare.
In the event of a personal data breach, the Provider undertakes to promptly notify the User.
8. Delivery Policy
The Service by Procompare will commence within 3 working days of receipt of the Order Form and the Provider having made payment, subject to availability of Users who are interested in the products and services of the Provider, which may cause a delay in the receipt of the Leads.
9. Procompare’s rights
Procompare reserves the right to change or temporarily or permanently terminate the Service without prior warning.
Procompare reserves the right to occasionally amend the general terms and conditions and affix the date of change onto the updated terms and conditions and agrees to promptly circulate this to the Provider.
The Provider agrees to Users reviewing their services and/or products on the Website and for Procompare having the right to publish and review Provider’s ratings for the purpose of ensuring higher service quality. Please also take note that the marketing content Procompare creates from time to time may not be used by the Provider in any way shape or form except under a written license agreement between such Provider and Procompare.
Procompare reserves the right to, in its sole discretion, terminate a cooperation with a Provider at any time without prior warning in case of but not limited to breach of these terms and conditions, misconduct, repeated complaints from the Users, perceived bad online reputation of the Provider, bad credit score and failure to pay invoices by the due date.
10. Applicable Law and resolution of disputes
The Parties hereto agree that the laws of the Republic of South Africa shall be applicable to these terms and conditions of use, their interpretation and any matter in connection therewith. In case of any dispute arising, the Provider and Procompare agree to first attempt to resolve the dispute through negotiation within 14 days of such dispute being communicated in writing, and upon failure of the negotiations the parties agree that either Party may only then institute legal proceedings in a court of law and for this purpose the Parties submit to the jurisdiction of the Western Cape High Court in Cape Town.
Cape Town, on 07 September 2020
PROCOMPARE (PTY) LTD
604 Buitenkloof Studios,
8 Kloof Street
Cape Town, 8001
Telephone: 021 286 6892