ProCourse Seller Agreement, version 1.0.0, effective 31 October 2026
This agreement is between ProCourse (Pty) Ltd (registration number 2015/390880/07) ("ProCourse", "we") and the person or organisation accepting it ("Seller", "you"). Clauses marked ⚠ limit our liability or place risks or obligations on you. Please read them carefully.
1. How it works
1.1 You create courses. Once we approve them, we sell access to learners in our own name under a licence you grant us. We pay you a revenue share. Learners are our customers. You are not selling to them directly, and we are not collecting money as your agent.
1.2 You are an independent contractor. Nothing in this agreement creates employment, partnership, agency or exclusivity. You may sell your courses elsewhere.
2. Eligibility and verification
2.1 At launch, Sellers must be 18 or older, South African tax residents and hold a South African bank account in the Seller's own name (or the organisation's name).
2.2 We verify your identity before approval. For individuals, we view an identity document. For organisations, we check company registration details and the authority of the person who accepts this agreement. We record the result and delete the ID document image within 30 days of our decision, unless we need it for a fraud investigation or legal dispute.
2.3 Educators may voluntarily provide professional registration evidence (for example SACE). We display a credential only after verifying it.
2.4 We verify that your bank account is held in your verified name before any payout. Changing bank details requires re-verification. Payouts to new details are held for 7 days after the change, to protect you against fraud.
2.5 ⚠ We may decline an application without giving detailed reasons. We will not discriminate on any ground prohibited by law.
3. Your courses
3.1 You submit courses for review. We publish only courses that meet the Content Standards (Schedule 2). You cannot publish directly.
3.2 You set the price within the range we allow. We may run site-wide display features, but we will not discount your course without your consent. (Coupons are not offered at launch.)
3.3 You keep your courses accurate. Updates to published courses go through review. They must not materially reduce what learners bought.
3.4 We may decline, unpublish or remove a course that breaches this agreement, the law or a valid third-party notice. We will tell you the reason and, except in urgent cases, give you a chance to respond first (our Reporting and Takedown Policy).
4. Licence you grant us
4.1 You keep ownership of your courses. You grant ProCourse a non-exclusive, royalty-bearing licence, for as long as this agreement lasts, to host, store, encode, reproduce, stream, display and sell access to your courses to learners. You also allow us to grant learners the personal access licence in our Learner Terms.
4.2 You allow us to use your name, approved profile, course title, description and short previews (up to 10% of the course, or 2 minutes of video, whichever is less) to market your courses on and off ProCourse.
4.3 Learners who bought access keep it under the Learner Terms after your course is unpublished or this agreement ends. That access is limited to 12 months after the end, unless removal is required by law or a valid rights claim. The licence in 4.1 survives only for that purpose.
4.4 We will credit you as the course author.
5. Your promises (warranties) ⚠
You promise that:
(a) you own, or have written permission to use, everything in your courses, including third-party text, images, music, video and software;
(b) everyone identifiable in your course material has consented to appearing in it, and your material contains no learners' or clients' personal information;
(c) your courses are accurate, lawful and comply with the Content Standards;
(d) you will not claim accreditation, NQF levels, SETA, QCTO, CPD or SACE recognition unless you have provided us with current evidence and we have approved the claim;
(e) your courses give general education, not personalised financial, legal, medical or tax advice, and you do not hold yourself out as giving such advice through ProCourse;
(f) the information you gave us is true, and you will tell us promptly if it changes.
6. Revenue share and payouts
Schedule 1 applies.
7. Learner information ⚠
7.1 At launch, you receive aggregated course statistics only, such as enrolments and completion rates. You do not receive learner contact details.
7.2 Any learner information you do receive may be used only to improve and support your course on ProCourse. You must not contact learners off-platform for marketing, sell their information or keep it after you no longer need it. Schedule 3 applies.
8. Conduct
You must deal with learners and staff respectfully, honestly and lawfully. Private messaging is not available at launch, and you must not solicit learners to move to private channels.
9. Indemnity ⚠
You indemnify ProCourse against third-party claims, fines and reasonable legal costs arising from your breach of clause 5 or of the Content Standards. We will tell you about such a claim promptly, let you participate in its defence, and not settle it on your behalf without consulting you.
10. Liability ⚠
To the extent the law allows, neither party is liable to the other for indirect or consequential loss. Our total liability under this agreement in any 12-month period is limited to the revenue share we paid or owed you in that period. This does not limit liability for amounts due to you under Schedule 1, for gross negligence, fraud or wilful misconduct, or anything the law does not allow to be limited.
11. Term, suspension and termination
11.1 This agreement continues until ended. It is not a fixed-term agreement.
11.2 You may end it on 30 days' notice. We may end it on 30 days' notice for any reason.
11.3 ⚠ We may suspend payouts or courses, or end the agreement immediately, if you commit fraud or a material breach you do not remedy within 10 business days of notice, if a court or authority requires it, or if continuing would expose learners or us to serious legal or safety risk. We will give reasons unless the law or an investigation prevents it.
11.4 Offboarding and the final payout follow Schedule 1, clause 8.
12. Changes
We will give 30 days' notice of changes that reduce your revenue share, extend payout timing or otherwise materially disadvantage you. If you do not accept, you may end the agreement before the change takes effect, and the old terms apply until it ends. Rate changes never apply retroactively to sales already made.
13. Confidentiality
Each party keeps the other's non-public business information confidential, except where disclosure is required by law.
14. General
South African law governs. Disputes: first good-faith negotiation (20 business days), then mediation if both agree, then the courts. Notices go to the account email and to legal@procourse.co.za. This agreement, its schedules and the policies it refers to are the whole agreement. If a clause is unenforceable, the rest still applies. Your acceptance by clicking "I agree" is a valid signature (ECTA s13).
Schedule 1: Revenue share, statements and payouts
1. Definitions. Sale Price: the amount a learner paid for your course. Net Sale Price: Sale Price less any VAT ProCourse must account for on the sale, and less refunds and chargebacks. While ProCourse is not VAT-registered, no VAT is deducted. ProCourse Share: 20% of Net Sale Price. Your Revenue Share: 80% of Net Sale Price.
2. VAT. Your Revenue Share includes any VAT you are required to charge. If you are a VAT vendor, you must give ProCourse a valid tax invoice for each payout (or we will agree a SARS-compliant alternative), before or with the payout. We will tell you before ProCourse registers for VAT. Registration does not change the percentages in clause 1, only the deduction of ProCourse's output VAT in calculating Net Sale Price.
3. Fees. ProCourse pays normal payment gateway fees out of the ProCourse Share. We do not charge you listing, hosting or payout fees.
4. Recording. Each sale records the rate, base, rounding rule and policy version in force when the sale was made. Amounts are calculated in cents. Rounding is to the nearest cent, half-up, with any residual cent going to Your Revenue Share.
Example: a R499.00 sale with no VAT → ProCourse Share R99.80 and Your Revenue Share R399.20, before any later refund.
5. Hold and statements. A sale becomes payable once ProCourse has received the settled funds from its payment provider and 14 days have passed. We issue a monthly statement by the 10th business day of each month showing sales, refunds, chargebacks, Net Sale Price, ProCourse Share, Your Revenue Share, adjustments, balance carried forward and amount payable.
6. Refunds and chargebacks. If a learner is refunded or a chargeback succeeds, Your Revenue Share on that sale is reversed, even if already paid. We set the reversal off against later amounts. Gateway chargeback fees are borne by ProCourse, unless the chargeback results from your fraud, or from your course being materially different from its description, in which case you bear the fee. A resulting negative balance carries forward. ⚠ If your balance remains negative for 90 days, you must repay it within 30 days of our invoice.
7. Payout. We pay the amount payable by EFT to your verified account in a monthly batch by the 15th business day. Each payout has a unique reference. Balances below R500 carry forward, but any positive balance is paid at least once every 6 months regardless of size. Two authorised ProCourse staff must approve every payout batch.
8. Offboarding. When this agreement ends, we stop new sales of your courses. We keep calculating refunds and chargebacks for 90 days and then pay any positive balance, whatever its size, with a final statement. ⚠ ProCourse may hold a reserve only if your refund-plus-chargeback rate over the last 90 days exceeds 5% of sales or we are investigating suspected fraud. The reserve is limited to the reversals reasonably expected, we give written notice with reasons, and it is released within 120 days.
9. Unpaid balances. If we cannot pay you because your bank details are invalid or unverified, we hold the balance and remind you at least quarterly. We do not forfeit your money. We pay no interest on held balances.
10. Your tax. You are responsible for your own income tax and any VAT. Statements are provided to help you. We may give SARS information about payments to you where the law requires.
11. Nature of your claim. Until paid, Your Revenue Share is an amount ProCourse owes you as a creditor. ProCourse does not hold your money in trust.
Schedule 2: Content Standards
The ProCourse Content Standards, version 1.0.0, published as a separate policy, form Schedule 2 and are incorporated in this agreement in full.
Schedule 3: Data protection (Seller)
You process learner information received from ProCourse only for the purposes in clause 7. You must keep it confidential and secure and not transfer it outside South Africa. Notify ProCourse within 24 hours of any compromise, and delete it when you no longer need it or the agreement ends. You are responsible for your own compliance with POPIA in respect of personal information you handle independently.