Terms of Service

These Terms of Service ("Terms") are a binding agreement between SA FitFoodz (Pty) Ltd, registration number 2018/559835/07, VAT number 4050298597, trading as PropChat ("PropChat", "we", "us", or "our") and the estate agency entity ("you", "your", or the "Agency") that signs up for or uses the PropChat service.

By clicking "I agree" at signup, or by accessing or using the PropChat service, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, do not use the service.

1. Acceptance of terms

These Terms govern your use of PropChat. By creating an account, you represent that (a) you are authorised to bind the Agency to these Terms, (b) you are at least 18 years of age, and (c) you have provided accurate, current, and complete information about the Agency and yourself.

2. Service description

PropChat is a Meta-approved Tech Provider for the WhatsApp Business Platform. We provide software that allows South African estate agencies to:

• Import, store, and segment contact lists of end-customers (typically homeowners)
• Send WhatsApp template messages and freeform replies through the Agency's own WhatsApp Business Account ("WABA")
• Run neighbourhood farming campaigns with personalisation tokens
• Receive and reply to incoming WhatsApp messages through a unified inbox
• Run rule-based chatbot flows for lead qualification
• Track opt-ins, opt-outs, evaluation bookings, and agent performance

3. Account registration

To use PropChat, you must create an agency account via the public signup flow at propchat.co.za/signup. You must provide accurate information including the Agency's legal name, your own full name, a valid email address, and a password. You are responsible for safeguarding your password and for any activity under your account.

You must notify us immediately at support@propchat.co.za of any unauthorised use of your account or any other breach of security.

4. Subscription plans and pricing

PropChat is sold as a monthly subscription. Pricing is per active agent seat, in South African Rand, excluding VAT.

Your monthly subscription total = seats × per-seat rate. When you reach your plan's seat cap, you must upgrade to the next tier to add more agents. Downgrading is allowed, but if your active agent count exceeds the new plan's cap, you (as Agency owner) will be asked to select which agents remain active — excess agents move to read-only status and retain their conversation history.

Prices are reviewed periodically. We will notify you by email at least 30 days before any price change takes effect. Founding members (see Section 5) are exempt from price increases for the life of their continuous subscription.

5. Founding member terms (first 50 paying agencies)

The first 50 agencies to successfully complete payment and activate their PropChat subscription receive Founding Member status automatically. Founding Member status is granted at the moment the PayFast Instant Transaction Notification confirms successful payment, not at signup. Founding Member status confers:

• Month-to-month billing, no minimum term. You may cancel at any time via email to support@propchat.co.za. Cancellation takes effect at the end of the current billing cycle. No refund is given for the unused portion of the current month.
• Price lock for the life of your subscription. The per-seat rate in effect on the date you became a Founding Member will not increase while you remain continuously subscribed. If you cancel and later re-subscribe, the rate in effect at re-subscription applies.
• A "Founding Member" badge on your agency profile.

Founding Member status is non-transferable. If the Agency is sold or restructured, PropChat may (at its sole discretion) allow the status to follow the Agency if continuity can be established.

6. Standard terms (agency number 51 and onwards)

Agencies signing up after all 50 Founding Member slots have been filled are subject to the following:

• 12-month minimum initial term, starting on the date of first successful payment
• 30 days' written notice required to cancel after the initial term, via email to support@propchat.co.za
• No refund for cancellation mid-cycle
• If you cancel during the initial 12-month term, you remain liable for the balance of the minimum term unless we agree otherwise in writing

7. White-glove setup (optional add-on)

At signup, you may optionally purchase a White-Glove Setup package for a one-time fee of R5,000, charged in addition to your first monthly subscription fee. The White-Glove package includes:

• A 60-minute founder-led onboarding call
• Guided Meta Business Account setup (if you don't have one)
• WhatsApp Business number provisioning and verification walkthrough
• Drafting and submitting your first message template to Meta for approval
• Building your first neighbourhood farming campaign live in PropChat
• Agent training for up to 3 team members who may join the onboarding call
• 30 days of priority support following the onboarding call

The White-Glove fee is non-refundable once the onboarding call has occurred. If we fail to deliver the call after reasonable scheduling attempts, we will refund the fee in full. The White-Glove fee is tracked separately from your monthly subscription as Professional Services revenue.

8. Billing

• Payment processor: PayFast (Pty) Ltd handles all payment processing. PropChat does not store card numbers or bank account details.
• Recurring billing: Your subscription renews automatically each month on your signup anniversary. PayFast initiates the debit; you manage your payment method via PayFast's subscription portal.
• Failed payment: If a renewal payment fails, your account enters a 7-day grace period during which service continues. If payment is still not received after 7 days, the account is suspended. Suspended accounts retain their data but cannot send or receive messages. Reactivation is immediate upon successful payment.
• VAT: All prices are exclusive of VAT. PropChat is VAT-registered in South Africa (VAT number 4050298597) and will add VAT where applicable on invoices.

9. Acceptable use

You (the Agency) agree that when using PropChat, you will:

• Obtain explicit opt-in consent from each end-customer before sending any WhatsApp message, as required by Meta's WhatsApp Business Messaging Policy and POPIA Section 69 (direct marketing)
• Comply with Meta's WhatsApp Business Policy and Commerce Policy, available at whatsapp.com/legal/business-policy
• Honour opt-outs immediately. When an end-customer replies "STOP" or any equivalent, their number must be added to the Do Not Contact list and receive no further messages. The PropChat platform enforces this automatically on template messages.
• Not send spam, scams, phishing, fraudulent content, hate speech, harassment, adult content, gambling promotions, or any content prohibited by Meta or South African law
• Not use the service to impersonate another person or entity, or misrepresent your affiliation
• Maintain accurate contact lists and remove or update stale data promptly
• Not reverse-engineer, scrape, or attempt to discover the source code of the service beyond what is legally permitted
• Not use the service for any unlawful purpose or in any way that could damage, disable, overburden, or impair it

Violation of this section is grounds for immediate suspension without notice and may result in permanent termination. We may also report serious violations to Meta, which may result in the Agency's WABA being suspended by Meta directly.

10. Tech Provider relationship — your WABA, your message costs

PropChat operates as a Meta Tech Provider / Solution Partner. This means:

• You own your WABA. When you complete Meta Embedded Signup through PropChat, the WhatsApp Business Account is registered to the Agency, not to PropChat. You can disconnect your WABA from PropChat at any time and retain it.
• You pay Meta directly for message costs. Meta charges conversation-based fees for WhatsApp Business Platform usage. These charges are billed by Meta to the payment method you attach to your WABA during Embedded Signup. PropChat does not invoice you for Meta message costs and does not profit from message volume.
• Your subscription fee to us is software-only. The monthly subscription described in Section 4 covers access to the PropChat software, hosting, and support — nothing else.

11. Data Processing Annex (DPA)

This section 11 forms the written contract required by POPIA Sections 20 and 21, governing PropChat's processing of personal information on behalf of the Agency.

11.1 Roles

With respect to end-customer (homeowner) personal information processed through the PropChat service:

• The Agency is the Responsible Party
• PropChat is the Operator

The Agency determines the purpose and means of processing (subject to the constraints of the PropChat software). PropChat processes only on the Agency's documented instructions, expressed through the Agency's ordinary use of the service.

11.2 Subject matter and duration

• Subject matter: WhatsApp messaging, contact management, campaign delivery, inbox, and related SaaS functionality on the Agency's behalf
• Duration: the term of the Agency's subscription to PropChat, plus the 90-day post-cancellation deletion window described in Section 11.10

11.3 Nature and purpose of processing

Delivery of WhatsApp messages, receipt and storage of replies, logging of delivery and read status, storage of contact lists and opt-in/opt-out records, aggregation of analytics, and automated rule-based chatbot flows for lead qualification.

11.4 Types of personal information

• Phone numbers of end-customers
• Names and surnames of end-customers
• Physical addresses, suburbs, and property details
• Email addresses (optional, as supplied by the Agency)
• WhatsApp profile display names
• Message content (inbound and outbound)
• Message timestamps, delivery and read receipts
• Opt-in and opt-out records
• Campaign interaction metadata

11.5 Categories of data subjects

• End-customers of the Agency, primarily homeowners in the Agency's operating areas
• Prospective clients whose details the Agency has lawfully obtained

11.6 PropChat's obligations as Operator (POPIA Section 21)

PropChat will:

• Process personal information only with the knowledge or authorisation of the Agency, and only on the Agency's documented instructions, except as otherwise required by law
• Implement and maintain appropriate, reasonable technical and organisational security measures as required by POPIA Section 19 (summarised in our Privacy Policy)
• Treat personal information as confidential and ensure that personnel authorised to process it are bound by confidentiality obligations
• Notify the Agency without undue delay on becoming aware of any security compromise affecting the Agency's data, so the Agency can fulfil its own POPIA Section 22 obligations
• Assist the Agency, on reasonable request and at the Agency's cost, in responding to data subject requests, regulator investigations, and breach notifications
• Make available information reasonably necessary to demonstrate compliance with Section 21 obligations
• Not engage a subprocessor without the Agency's general prior authorisation, which is hereby given for the subprocessors listed in our Privacy Policy Section 6. We will notify Agencies at least 30 days before adding or replacing a material subprocessor, and the Agency may object by cancelling its subscription before the change takes effect

11.7 Agency's obligations as Responsible Party

The Agency warrants that:

• It has a valid lawful basis under POPIA Section 11 for every piece of personal information it uploads, imports, or generates through PropChat — typically explicit opt-in consent for direct marketing (Section 69)
• It has informed its end-customers of the processing in a POPIA-compliant privacy notice, including the fact that PropChat acts as its Operator
• It will respond to end-customer data subject requests within POPIA's time limits, acting as the Responsible Party
• It will not instruct PropChat to process personal information in ways that would breach POPIA or any other applicable law

11.8 Cross-border transfers

The Agency acknowledges and authorises that end-customer personal information will be transferred to Meta Platforms Ireland Limited and to its affiliates in the United States as part of the WhatsApp Business Platform delivery infrastructure, subject to the safeguards described in our Privacy Policy Section 7 (Meta's Standard Contractual Clauses).

11.9 Assistance with data subject requests

If an end-customer contacts PropChat directly to exercise a right under POPIA Section 23–25, we will forward the request to the Agency without undue delay and will assist the Agency in responding, at the Agency's expense for non-routine work.

11.10 Return or deletion at end of service

On termination or expiry of the Agency's subscription, and subject to the Agency's election:

• Export: the Agency may request a CSV export of its contact lists and message history within 30 days of cancellation
• Deletion: PropChat will delete all end-customer personal information processed as Operator within 90 days of cancellation, except where we are required by law to retain it (notably billing records under SARS retention rules — see Privacy Policy Section 8)

On deletion, the Do Not Contact list is retained indefinitely at the phone-number level (no PII beyond the number) so that opt-outs are honoured across future subscriptions by any agency using PropChat.

12. Suspension and termination

PropChat may suspend or terminate your access to the service, with or without notice, if:

• Payment fails and the 7-day grace period elapses without resolution
• You violate the Acceptable Use policy in Section 9
• Meta suspends the Agency's WABA (the Agency's WABA suspension automatically suspends the Agency's use of PropChat because there is nowhere for messages to flow)
• You request termination
• We are required to do so by law or regulator order
• You cease to be a legitimate estate agency business in South Africa

On termination, the provisions of Section 11.10 (data return / deletion), Section 13 (liability limits), and Section 14 (indemnification) survive.

13. Limitation of liability

To the maximum extent permitted by law, PropChat's total aggregate liability to the Agency arising out of or related to these Terms or the service is capped at the amount the Agency paid to PropChat in the 12 months preceding the event giving rise to the claim.

Neither party is liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunity, even if advised of the possibility.

Nothing in this section limits liability for: (a) fraud or wilful misconduct; (b) death or personal injury caused by negligence; (c) any liability that cannot be limited under South African law.

14. Indemnification

The Agency will defend, indemnify, and hold harmless PropChat, its directors, employees, and agents from any claim, damage, loss, liability, cost, or expense (including reasonable legal fees) arising out of:

• The Agency's use of the service in violation of these Terms or any applicable law
• The Agency's failure to obtain proper opt-in consent from end-customers
• The content of messages the Agency sends
• Any dispute between the Agency and an end-customer
• The Agency's violation of Meta's WhatsApp Business Policy or any related Meta policy

15. Intellectual property

PropChat owns the software, platform, design, trademarks, and all related intellectual property. We grant the Agency a limited, revocable, non-exclusive, non-transferable licence to use the service for its internal business purposes during the subscription term.

The Agency retains ownership of its contact data, message content, campaign copy, and any templates it creates. The Agency grants PropChat a licence to host, process, and transmit that data solely for the purpose of providing the service.

16. Governing law and jurisdiction

These Terms are governed by the laws of the Republic of South Africa. The parties submit to the exclusive jurisdiction of the North West High Court, Mahikeng, South Africa for any dispute arising out of or related to these Terms, subject to Section 17 (Dispute resolution).

17. Dispute resolution

Before initiating formal proceedings, the parties will attempt to resolve any dispute through good-faith negotiation at the executive level for a period of at least 30 days. If negotiation fails, the dispute will be referred to arbitration under the Commercial Rules of the Arbitration Foundation of Southern Africa ("AFSA"), to be conducted in English, in Johannesburg, by a single arbitrator. The arbitration decision is final and binding. Either party may seek urgent interim relief from the court specified in Section 16 notwithstanding this section.

18. Force majeure

Neither party is liable for any failure or delay in performance caused by events beyond reasonable control, including natural disasters, war, terrorism, civil unrest, government action, internet or telecommunications failures, or epidemics. PropChat is not liable for outages caused by Meta WhatsApp infrastructure, PayFast infrastructure, or third-party network providers.

19. Changes to these terms

We may amend these Terms from time to time. Material changes will be notified to the billing email on each active agency at least 30 days before taking effect, along with a banner on your PropChat dashboard. Non-material changes (typos, clarifications) take effect on publication.

Continued use of the service after a change takes effect constitutes acceptance. If you do not agree with a change, you may cancel your subscription before it takes effect.

20. Severability

If any provision of these Terms is held to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

21. Entire agreement

These Terms (together with the referenced Privacy Policy) constitute the entire agreement between the parties regarding the use of PropChat and supersede any prior agreements, proposals, or communications.

22. Contact

23. Effective date

These Terms of Service are effective as of 2026-04-15.