1. Legal Architecture and Product Assumptions

These Terms are drafted for PROQ as a business-to-business procurement technology platform connecting corporate buyers/customers and suppliers. PROQ facilitates RFQs, quotations, evaluation, awards, purchase orders, supplier onboarding, document management, audit trails and related procurement workflows. Unless PROQ expressly introduces a separate service in writing, PROQ is not the buyer, seller, supplier, manufacturer, logistics provider, payment processor, guarantor, credit provider, insurer, agent or contracting principal in the underlying supply transaction.

• Users are businesses and authorized business representatives, not consumers using PROQ for personal purposes.

• The commercial contract for goods/services is between the Buyer and Supplier. PROQ provides the digital environment, records and workflow.

• RFQ closing locks an unwithdrawn quotation against unilateral supplier withdrawal, subject to the RFQ and quotationvalidity rules.

• A binding Buyer-Supplier transaction is intended to arise upon a compliant acceptance/award and issuance of the Purchase Order (PO), unless the RFQ expressly states another lawful contracting mechanism.

• Buyer payment terms stated in the RFQ and accepted transaction are contractual commitments between Buyer and Supplier; PROQ does not guarantee payment.

• PROQ may impose platform eligibility controls stricter than statutory minimums, including a 90-day remaining-validity requirement for Commercial Registration (CR) and other designated legal documents.

2. Qatar Legal Basis Considered

The drafting approach takes account of the Qatar Civil Code (Law No. 22 of 2004), the Electronic Transactions and Commerce Law (Decree-Law No. 16 of 2010), the Trading Regulation Law (Law No. 27 of 2006), the Personal Data Privacy Protection Law (Law No. 13 of 2016), and Ministry of Commerce and Industry business-compliance guidance. The Electronic Transactions and Commerce Law recognizes electronic data messages for offer and acceptance, while the Civil Code addresses conformity of acceptance, conclusion of contracts, binding force and good-faith performance.

Drafting note: PROQ's 90-day document-validity rule is drafted as a platform risk-control requirement. MOCI guidance currently tells businesses

to renew the CR and trade licence 30 days before expiry; the PROQ threshold is therefore not described as a statutory invalidity rule.

PROQ TERMS OF USE

Effective date: [INSERT] | Platform operator: [INSERT FULL LEGAL ENTITY NAME, CR NUMBER AND REGISTERED ADDRESS]

3. Definitions

4. Acceptance, Authority and Business Use

• 4.1 Acceptance. By creating an Account, clicking acceptance, submitting an RFQ or quotation, issuing/accepting an award or PO, or otherwise using PROQ, the business and its authorized users agree to these Terms and incorporated policies.

• 4.2 Authority. Each user represents that they are authorized to act for the company whose Account they use. Actions performed through an authorized Account may be attributed to that company, subject to applicable law.

• 4.3 B2B use. PROQ is intended for legitimate business procurement. Personal/consumer use is prohibited unless PROQ expressly enables a separate service.

• 4.4 Account security. Organizations are responsible for user access, role assignments, credentials, approval authorities and prompt removal of users who cease to be authorized.

• 4.5 No shared credentials. Users must not share individual credentials or deliberately defeat approval, segregation-ofduties, audit or identity controls.

5. Company Verification and Legal-Document Eligibility

• 5.1 Accurate company information. Each organization must provide complete, current and authentic registration, licensing, contact, ownership/authorization and other information reasonably requested by PROQ.

• 5.2 90-day minimum validity. PROQ may designate the CR, trade licence and other Legal Documents as eligibility documents. Where a designated document has 90 calendar days or less remaining before expiry, PROQ may place the Account into renewal-required, restricted or inactive status, including preventing participation in new RFQs, quotation submission, awards or other functions.

• 5.3 Existing obligations survive. Restriction or inactivation does not cancel any quotation, award, PO, payment obligation, delivery obligation, confidentiality duty or other obligation already created before restriction.

• 5.4 Renewal. Access may be restored after PROQ receives and, where applicable, verifies renewed or replacement documents meeting the platform threshold.

• 5.5 Verification not certification. PROQ may perform automated or manual checks, but displaying a verified/status indicator does not constitute a guarantee by PROQ of a company’s solvency, capacity, ownership, authority, quality, licensing scope or future compliance.

• 5.6 Right to request evidence. PROQ may request originals, updated copies, authorization letters or additional evidence and may contact issuing authorities or use lawful verification services where appropriate.

6. RFQ Rules — Buyer Responsibilities

• 6.1 Clear RFQ. The Buyer must describe the required goods/services, specifications, quantities, delivery/performance location, closing date, commercial requirements, quotation validity, payment terms, taxes (if applicable), required guarantees, and material evaluation/contract conditions with reasonable clarity.

• 6.2 Payment terms. The Buyer is responsible for the accuracy and commercial feasibility of payment terms stated in the RFQ. Once a Supplier quotation is accepted and the PO/Transaction Contract incorporates those terms, the Buyer must perform the payment obligations in accordance with the agreed terms, subject to lawful set-off, dispute rights and the Transaction Contract.

• 6.3 No post-close manipulation. The Buyer must not alter the RFQ after closing in a manner that unfairly changes the basis on which Suppliers competed. Material changes should be handled through cancellation/reissue, extension, clarification or another transparent workflow supported by PROQ.

• 6.4 Fair dealing. Buyers must not create sham RFQs, solicit quotations solely to extract confidential pricing, coordinate bids, disclose one Supplier’s confidential quotation to another without lawful authority, or manipulate the process to create a false appearance of competition.

• 6.5 Award authority. The Buyer is solely responsible for its evaluation, internal approvals, budget authority, award decision and PO. PROQ does not select the winning Supplier unless a separately contracted service expressly says otherwise.

7. Supplier Quotation Rules and Post-Closing Commitment

• 7.1 Quotation responsibility. A Supplier is responsible for ensuring that its quotation is complete, accurate, commercially intended, submitted by an authorized person and capable of performance. Pricing errors, omissions, incorrect quantities, overlooked specifications or internal approval failures remain the Supplier’s responsibility except where applicable law provides otherwise.

• 7.2 Withdrawal before closing. Unless an RFQ expressly provides stricter lawful rules, a Supplier may withdraw or replace its quotation through the permitted PROQ workflow before the Bid Closing Date. The Platform Record will preserve the action and timestamp.

• 7.3 Lock at closing. At the Bid Closing Date, any quotation not validly withdrawn is locked and may not be unilaterally withdrawn, revoked or materially amended during its stated Quotation Validity Period, except with the Buyer’s express written/electronic agreement, a PROQ-supported correction process accepted by the Buyer, or a right arising under applicable law.

• 7.4 Supplier release request. A Supplier that seeks release after closing must submit a release/withdrawal request stating the reason. The request does not itself cancel the quotation. The Buyer may accept the request and disregard/release the quotation, or may retain its rights under the RFQ, quotation and applicable law.

• 7.5 Acceptance and PO. Where, during the applicable validity period, the Buyer accepts/awards a quotation in conformity with its terms and issues the PO through the agreed workflow, the Supplier must perform the resulting Transaction Contract according to the accepted quotation, PO and incorporated terms, unless the Buyer releases the Supplier or applicable law provides a valid ground for non-performance.

• 7.6 Non-conforming PO. A PO that materially changes the accepted quotation, price, scope, quantity, payment terms, delivery terms or other material conditions without Supplier agreement may constitute a proposed modification rather than an acceptance. PROQ does not determine the legal outcome of such a dispute.

• 7.7 Validity period required. PROQ may require each RFQ or quotation to state a quotation-validity period. If none is stated, PROQ may apply a platform default displayed before submission. PROQ should not rely on an indefinite quotation commitment.

• 7.8 No circumvention. A Supplier must not intentionally submit a low or misleading quotation to influence an RFQ and then seek withdrawal after seeing or inferring competitive information.

8. Formation and Priority of the Buyer-Supplier Transaction

• 8.1 Underlying parties. The Transaction Contract is between Buyer and Supplier only. PROQ is not a party merely because the transaction was initiated, recorded or administered through PROQ.

• 8.2 Intended contracting point. Unless the RFQ expressly and lawfully provides otherwise, PROQ’s workflow is designed so that closing locks the quotation, while a Transaction Contract is intended to arise when the Buyer communicates a conforming acceptance/award and issues the PO within the quotation-validity period.

• 8.3 Order of precedence. Unless Buyer and Supplier expressly agree otherwise, inconsistencies should be resolved in the following order: (a) mutually executed contract or framework agreement; (b) agreed PO-specific amendments; (c) PO; (d) accepted Supplier quotation; (e) RFQ and its issued clarifications/addenda; (f) these PROQ platform rules, but only as to platform use and process.

• 8.4 Commercial disputes. PROQ may provide records, workflow tools and communication channels but is not required to adjudicate scope, quality, delay, payment, warranty, damages or other underlying contractual disputes.

9. Performance, Delivery, Acceptance and Payment

• 9.1 Supplier performance. The Supplier is responsible for timely supply, quality, specifications, personnel, permits, warranties, safety, delivery and all other obligations in the Transaction Contract.

• 9.2 Buyer cooperation. The Buyer is responsible for access, approvals, instructions, acceptance processes and other Buyer-side dependencies stated in the Transaction Contract.

• 9.3 Payment obligation. The Buyer must honor agreed payment terms. PROQ may record due dates, invoices, acknowledgments, disputes or performance milestones but does not hold, transfer, secure or guarantee payment unless PROQ later launches a separately regulated and contracted payment service.

• 9.4 No PROQ credit risk. Supplier assumes the commercial credit risk of the Buyer, and Buyer assumes Supplier performance risk, subject to their own due diligence, contracts, insurance and remedies.

• 9.5 Disputed amounts. A genuine dispute should be raised promptly through the available workflow and should identify the affected invoice/PO, amount and reason. Users must not fabricate disputes merely to delay payment or performance.

10. Prohibited Conduct and Procurement Integrity

• Collusion, bid-rigging, price-fixing, cover bidding, market allocation or coordinated sham competition.

• Bribery, kickbacks, secret commissions, improper gifts or attempts to influence Buyer/Supplier personnel unlawfully.

• False identities, forged CRs/licences/certificates, fabricated references, false beneficial ownership or authority information.

• Manipulation or attempted deletion of audit trails, timestamps, approvals, quotations, RFQs, POs or system records.

• Unauthorized disclosure or use of competitors’ quotations, confidential pricing, technical submissions or trade secrets.

• Submitting malicious code, scraping contrary to permission, credential attacks, security testing without authorization, denial-of-service activity or interference with PROQ.

• Using PROQ for unlawful goods/services, sanctioned/prohibited transactions, money laundering, fraud, tax evasion or other illegal activity.

• Circumventing role permissions, maker-checker controls, segregation of duties, approval thresholds or company authorization controls.

• 10.1 Investigation. PROQ may preserve records, temporarily restrict functionality, request explanations/evidence and investigate suspected abuse.

• 10.2 Reporting. Where legally required or reasonably necessary to protect rights, safety or platform integrity, PROQ may disclose relevant information to competent authorities or affected parties in accordance with applicable law and the Privacy Policy.

11. Platform Records, Audit Trail and Electronic Evidence

• 11.1 Records. PROQ may record timestamps, account identifiers, IP/device/security data, document versions, submissions, withdrawals, approvals, messages, awards, POs and other workflow events.

• 11.2 Business record. To the extent permitted by law, users agree that PROQ’s Platform Records may be used as evidence of actions taken through an Account. This does not prevent a party from challenging accuracy, authenticity or legal effect under applicable law.

• 11.3 No retroactive alteration. Users must not request PROQ to secretly backdate, erase or rewrite transactional history. Corrections should be made through transparent amendment/reversal/versioning mechanisms.

• 11.4 Retention. PROQ may retain transactional records for periods reasonably required for service delivery, legal compliance, disputes, security, audit and legitimate business purposes, subject to applicable data-protection requirements.

12. Confidentiality and Procurement Information

• 12.1 Confidential information. RFQs, quotations, technical offers, pricing, supplier data, buyer requirements, contracts, internal approvals and non-public business information may constitute confidential information.

• 12.2 Permitted use. Recipients may use confidential information only for the relevant procurement process, performance of the Transaction Contract, internal governance, audit or another authorized purpose.

• 12.3 Access controls. Organizations are responsible for configuring and monitoring internal access. PROQ may implement role-based permissions but does not replace the organization’s own confidentiality governance.

• 12.4 Compelled disclosure. Disclosure may be made where required by law, court order or competent authority, subject to any legally available confidentiality protections.

13. Intellectual Property

• 13.1 PROQ IP. PROQ and its licensors retain rights in the platform, software, workflows, interfaces, branding, databases, documentation and platform-generated materials, excluding User Content.

• 13.2 User Content. Users retain their rights in content they upload, subject to a non-exclusive licence to PROQ to host, process, reproduce, transmit, secure, back up and otherwise use that content as necessary to provide, improve, protect and administer the service and comply with law.

• 13.3 Feedback. If users voluntarily provide product feedback, PROQ may use it without restriction or compensation, provided PROQ does not thereby acquire ownership of the user’s confidential procurement content.

14. Availability, Changes and Third-Party Services

• 14.1 Service availability. PROQ may perform maintenance, upgrades and security actions. Continuous uninterrupted availability is not guaranteed.

• 14.2 Critical deadlines. Users should not wait until the final moments before bid closing. PROQ may define outage/extension rules for verified platform incidents. Individual internet, device or user-side failures do not automatically extend an RFQ.

• 14.3 Third parties. PROQ may use hosting, messaging, analytics, identity, document verification or other processors/providers. Their use will be managed in accordance with applicable contractual and data-protection obligations.

• 14.4 Feature changes. PROQ may modify features and workflows, but should avoid retroactively changing material rules applicable to an already-closed RFQ or existing Transaction Contract without lawful basis and appropriate notice.

15. Fees, Subscriptions, Renewal and Taxes

• 15.1 Subscription model. Access may be subject to annual or other subscription fees stated in the applicable order form, pricing page or commercial agreement. PROQ does not charge a transaction commission unless expressly introduced and agreed.

• 15.2 Renewal. Subscription renewal terms, notice periods and applicable fees will be stated in the commercial order or subscription screen.

• 15.3 Taxes. Fees are exclusive of taxes unless stated otherwise. Each party is responsible for taxes imposed on it by applicable law.

• 15.4 No transaction payment handling. Platform subscription fees are separate from Buyer-Supplier payments under POs. PROQ does not receive purchase price funds on behalf of Suppliers under this model.

16. Suspension, Restriction and Termination

• 16.1 Grounds. PROQ may restrict, suspend or terminate an Account for document-validity failures, non-payment of PROQ fees, security threats, suspected fraud/collusion, false information, material breach, unlawful use, regulatory requirement, insolvency-related risk where relevant to platform safety, or conduct reasonably threatening users or PROQ.

• 16.2 Proportionality. Where practicable, PROQ may use warnings or limited restrictions before termination, but may act immediately where risk, law, fraud or security justifies it.

• 16.3 Effect. Suspension/termination does not extinguish accrued fees, confidentiality, IP, data, dispute, payment, performance or Transaction Contract obligations.

• 16.4 Appeal/review. PROQ may provide an account-review channel. A review does not oblige PROQ to restore access where continued access would conflict with law, security or legitimate platform requirements.

17. Disclaimers and Allocation of Risk

• 17.1 Marketplace/platform role. PROQ provides technology and process infrastructure. PROQ does not warrant that a Buyer will pay, a Supplier will perform, goods/services will meet requirements, a user has sufficient authority, or any commercial outcome will occur.

• 17.2 Due diligence. Users remain responsible for legal, technical, financial, sanctions, licensing, tax, insurance, quality and credit due diligence appropriate to each transaction.

• 17.3 User information. PROQ is not responsible for the truth of user-supplied content except to the extent liability cannot lawfully be excluded or arises from PROQ’s own obligations.

• 17.4 No professional advice. Platform content and analytics are operational tools and do not constitute legal, tax, accounting, engineering, safety or other professional advice.

18. Limitation of Liability

• 18.1 Excluded losses. To the maximum extent permitted by applicable law, PROQ will not be liable for indirect, incidental, consequential, special or punitive losses, loss of profit, opportunity, anticipated savings, goodwill or business interruption arising from Buyer-Supplier conduct or an underlying Transaction Contract.

• 18.2 Liability cap. Subject to non-excludable liability and the final advice of Qatar counsel, PROQ’s aggregate contractual liability to an organization for claims arising from the PROQ service may be capped at the subscription fees paid or payable by that organization to PROQ during the twelve months preceding the event giving rise to the claim.

• 18.3 Carve-outs. Nothing in these Terms excludes or limits liability where exclusion/limitation is prohibited by applicable law, or any liability that the final agreement expressly states is uncapped.

• 18.4 User indemnity. Subject to Qatar counsel review, each organization should indemnify PROQ against third-party claims arising from that organization’s unlawful content, fraud, infringement, misuse of the platform or breach of its Buyer/Supplier obligations, except to the extent caused by PROQ.

19. Notices and Communications

• 19.1 Electronic notices. Users consent to operational notices, RFQ communications, security alerts, policy notices and transactional communications through the platform, registered email or other designated electronic channels.

• 19.2 Contact accuracy. Organizations must maintain current administrator and legal/contact information.

• 19.3 Receipt. System timestamps and delivery records may be used to evidence transmission/receipt, subject to applicable law and proof of system error.

20. Governing Law and Disputes

• 20.1 Platform Terms. These Terms are governed by the laws of the State of Qatar.

• 20.2 Forum. Unless a separate written PROQ enterprise agreement contains a valid arbitration or jurisdiction clause, disputes between PROQ and a user arising from these Terms should be submitted to the competent courts of the State of Qatar.

• 20.3 Buyer-Supplier disputes. The governing law and dispute mechanism for the Transaction Contract are determined by the Buyer-Supplier contract, PO, RFQ and applicable law. PROQ is not automatically joined to such disputes.

• 20.4 Preservation. PROQ may preserve relevant Platform Records when notified of a dispute, legal hold or competent authority request.

21. General

• 21.1 Entire platform agreement. These Terms, Privacy Policy, subscription/order terms and expressly incorporated policies form the platform agreement between PROQ and the organization.

• 21.2 No waiver. Failure to enforce a provision once does not waive future enforcement.

• 21.3 Severability. If a provision is invalid or unenforceable, it should be adjusted or severed to the minimum extent necessary without invalidating the remainder.

• 21.4 Assignment. Users may not transfer their Account or platform agreement without PROQ’s consent, except as permitted by a written enterprise agreement or applicable law. PROQ may reorganize or transfer the service subject to applicable law and continuity of obligations.

• 21.5 Updates. PROQ may update these Terms prospectively. Material changes should be notified reasonably in advance where practicable. Changes should not retroactively rewrite an already-formed Buyer-Supplier Transaction Contract.

• 21.6 Language. PROQ may publish Arabic and English versions. The final legal review should specify which version prevails in case of inconsistency, taking into account Qatar legal and enforcement requirements.