Vendor Platform Terms

Section 1: Parties

1.1 afrAIca (PTY) Ltd (Registration: 2025/193186/07), a company incorporated in the Republic of South Africa and operating the afrAIca Pulse platform at pulse.afraica.co.za, is the platform operator and facilitator ("afrAIca").

1.2 The entity or individual who registers as a vendor on the afrAIca Pulse platform is the vendor ("Vendor").

1.3 afrAIca and the Vendor are referred to collectively in these terms as the "Parties".

Section 2: Platform Purpose

2.1 afrAIca Pulse is a curated AI vendor marketplace. Its purpose is to connect vendors offering AI-related products and services with prospective buyers operating across the African market.

2.2 afrAIca acts as an independent facilitator and broker between vendors and prospective buyers. afrAIca does not act as an agent of the Vendor and does not enter into contractual commitments on behalf of any Vendor.

2.3 afrAIca does not guarantee any introductions, commercial engagements, concluded deals, or revenue to any Vendor as a result of listing on the platform.

2.4 Listing on the platform does not constitute an endorsement of any Vendor's products, services, or business practices by afrAIca.

Section 3: Vendor Obligations

3.1 By registering on afrAIca Pulse and submitting any product or service listing, the Vendor agrees to the following obligations:

Accuracy and Integrity

All information submitted to the platform, including company details, product descriptions, pricing, and sovereignty assessment responses, must be accurate, current, and not misleading. Product listings must represent genuine, commercially available products or services. Listings for products or services that are not yet available for commercial purchase are not permitted without prior written approval from afrAIca. Pricing submitted must reflect the Vendor's actual commercial pricing. Artificially inflated or misrepresented pricing constitutes a material breach of these terms.

Sovereignty Assessment

Vendors are required to complete a sovereignty assessment as part of the listing process. Answers must be truthful and accurate. afrAIca treats the sovereignty assessment as a condition of listing. Submission of false or misleading responses will result in immediate removal from the platform without notice or refund.

Introductions and Engagements

Vendors must honour all introductions facilitated by afrAIca and engage with referred parties in good faith. Vendors may not contact platform users or referred parties directly outside of the facilitation process managed by afrAIca. All commercial engagements arising from platform introductions must be conducted through afrAIca until the facilitation model conditions set out in Section 4 have been satisfied.

Branding and Logos

Company or organisational logos may not be used as product logos in listings. Each listed product must have a distinct product identity that is separate from the Vendor's corporate brand identity.

Section 4: Facilitation Models and Fees

4.1 afrAIca offers two facilitation models. The Vendor must select one model per product at the time of product submission. This selection may not be changed after a product is approved without written consent from afrAIca.

Section 5: afrAIca's Rights

5.1 afrAIca reserves the following rights in respect of the platform and Vendor listings:

• To approve, reject, or remove any listing at any time, without obligation to provide reasons for such decision.
• To request a product demonstration from the Vendor before approving any listing.
• To suspend or terminate Vendor access to the platform for any breach of these terms, including any material breach as defined in Section 4.8.
• To update or amend these terms at any time, provided that afrAIca gives Vendors no less than 30 (thirty) days' notice of any material changes. Continued use of the platform after the notice period constitutes acceptance of the updated terms.
• To withdraw platform services or close the platform at any time, subject to reasonable notice where practicable.

Section 6: Intellectual Property

6.1 The Vendor retains all intellectual property rights in and to its products, services, branding, and materials submitted to the platform.

6.2 By listing on the platform, the Vendor grants afrAIca a non-exclusive, royalty-free licence to display, describe, and promote the Vendor's listed products on the afrAIca Pulse platform and in afrAIca's marketing and promotional materials for the duration of the Vendor's active listing.

6.3 This licence does not authorise afrAIca to modify the Vendor's products, brand identity, or core product descriptions without the Vendor's prior written consent.

6.4 afrAIca retains all intellectual property rights in the afrAIca Pulse platform, its design, assessment frameworks, facilitation methodology, and related materials.

Section 7: Liability

7.1 afrAIca provides the platform on an "as is" basis. To the fullest extent permitted by applicable law, afrAIca is not liable for any direct, indirect, consequential, or incidental loss arising from:

• Introductions made through the platform, including introductions that do not result in a concluded deal.
• The conduct, representations, or performance of any Vendor.
• The performance, fitness for purpose, or quality of any product or service listed on the platform.
• The outcome of any commercial engagement or deal facilitated through the platform.

7.2 Where liability cannot be excluded by law, afrAIca's maximum aggregate liability to any Vendor for any claim arising from or related to these terms or the platform is limited to the total facilitation fees paid by or on behalf of that Vendor to afrAIca in the 3 (three) months immediately preceding the event giving rise to the claim.

Section 8: Confidentiality

8.1 afrAIca will not disclose Vendor pricing or Vendor contact details directly to platform users or prospective buyers.

8.2 Platform user details and prospective buyer contact information will not be shared with Vendors directly. All introductions are managed and mediated by afrAIca.

8.3 Each Party agrees to keep confidential any non-public information received from the other Party in connection with these terms, and not to disclose such information to any third party without prior written consent, except as required by law.

8.4 Confidentiality obligations under this section survive termination of the Vendor's registration on the platform for a period of 2 (two) years.

Section 9: POPIA Compliance

9.1 Both Parties agree to handle all personal information collected or processed in connection with these terms and the platform in full compliance with the Protection of Personal Information Act 4 of 2013 ("POPIA").

9.2 Each Party acts as a responsible party in respect of the personal information it collects and processes in its own right. Where one Party processes personal information on behalf of the other, a separate operator agreement will be concluded.

9.3 The Vendor warrants that any personal information submitted to the platform has been collected lawfully and with appropriate authorisation under POPIA.

9.4 afrAIca's full privacy policy, which governs the handling of personal information on the platform, is available at www.afraica.co.za.

Section 10: Governing Law

10.1 These terms are governed by and construed in accordance with the laws of the Republic of South Africa.

10.2 Any dispute arising from or related to these terms, or the Vendor's use of the platform, will be subject to the exclusive jurisdiction of the courts of the Republic of South Africa.

10.3 The Parties agree to attempt to resolve any dispute in good faith through direct negotiation before initiating formal legal proceedings.

Section 11: Acceptance

11.1 These terms are presented to the Vendor electronically at the time of Vendor registration on the platform. By completing registration, the Vendor accepts these terms in full.

11.2 These terms are presented again electronically at the time of each product submission. By submitting a product for listing, the Vendor re-confirms acceptance of these terms as they apply to that product, including the selected facilitation model.

11.3 Electronic acceptance constitutes a binding agreement between the Parties and is of equal legal effect to a written signature under the Electronic Communications and Transactions Act 25 of 2002.