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⚠ Draft — Pending Legal Review. This document is a working draft and has not yet been reviewed by a licensed Nigerian lawyer. It must not be relied upon as a final binding instrument until approved by qualified legal counsel. Version 1.0 draft.

Adaka Lawyer Platform Agreement

Addendum to the Adaka Terms of Service  ·  Version 1.0  ·  Effective upon acceptance

This Lawyer Platform Agreement ("Agreement" or "Addendum") is entered into between Adaka Legal Technologies ("Adaka", "we", "us", or "Platform") and the registered lawyer user who accepts it ("Lawyer", "you"). This Addendum supplements and forms part of the Adaka Terms of Service and governs the Lawyer's participation on the Adaka platform as a legal service provider.

1. Definitions

"Platform" — The Adaka digital marketplace, accessible at adaka.app and via associated mobile applications.
"Service Request" — A client's request for legal services submitted through the Platform, including but not limited to company registration, wills, affidavits, name checks, and legal case representation.
"Milestone" — A discrete deliverable within a Service Request, tied to a defined escrow payment.
"Matching Fee" — A one-time platform fee paid by the client upon lawyer confirmation, representing Adaka's fee for facilitating the match. The Matching Fee is Adaka revenue and is never remitted to the Lawyer.
"Escrow Funds" — Client funds held in Adaka's payment partner's custody pending Milestone completion and confirmation.
"NBA" — Nigerian Bar Association.

2. Lawyer Eligibility and Obligations

2.1 Eligibility

To register and remain active on the Platform, the Lawyer warrants that they:

  1. Hold a valid call to bar certificate and a current NBA Practicing Certificate that has not expired;
  2. Are enrolled on the Supreme Court roll and possess a valid Supreme Court Enrollment Number (SCN);
  3. Are not subject to any suspension, disbarment, or disciplinary proceedings by the NBA or any court;
  4. Are lawfully permitted to practise law in Nigeria in the stated specialization(s).

2.2 Ongoing Compliance

The Lawyer shall promptly notify Adaka if any eligibility condition ceases to be satisfied. Failure to do so constitutes a material breach of this Agreement and may result in immediate suspension.

2.3 Professional Standards

The Lawyer shall at all times:

  1. Comply with the Rules of Professional Conduct for Legal Practitioners (as amended) and the NBA Code of Ethics;
  2. Maintain client confidentiality in accordance with the applicable rules and this Agreement;
  3. Perform services with reasonable skill, care, and diligence;
  4. Not solicit or accept off-platform payments for services initiated through the Platform.

3. Matching, Assignment, and Decline

3.1 Auto-assignment and Manual Claim

Adaka may assign a Service Request to the Lawyer through an automated scoring system or the Lawyer may claim an unassigned request. Acceptance of an assignment (by not declining within the permitted window) constitutes agreement to undertake the relevant services.

3.2 Declining Cases

For case type Service Requests, the Lawyer may decline before proposing a work scope. Repeated declines will reduce the Lawyer's automatic match priority score. Adaka reserves the right to suspend a Lawyer from automatic matching if their decline rate is unreasonably high.

3.3 Abandonment

Abandoning a Service Request after client funds have been escrowed constitutes a serious breach. Adaka may, in its sole discretion:

  1. Trigger a full refund to the client from escrowed funds;
  2. Increment the Lawyer's abandonment counter, which affects future match ranking;
  3. Suspend or permanently ban the Lawyer from the Platform.

4. Fees, Payments, and Escrow

4.1 Matching Fee

The Matching Fee is charged to the client, not the Lawyer. It represents Adaka's revenue for facilitating the match and is never credited to the Lawyer's account.

4.2 Lawyer Fees

The Lawyer's fee for each Milestone is as set out in the Service Request and agreed with the client. Adaka's platform commission is deducted from milestone payments before disbursement to the Lawyer as disclosed in the platform fee schedule.

4.3 Disbursement

Adaka will initiate disbursement to the Lawyer's registered bank account within the timescales stated in the platform fee schedule, after the client confirms completion of a Milestone.

4.4 Disputes and Refunds

In the event of a client dispute, the Escrow Funds are frozen pending Adaka's dispute resolution. Adaka's decision on how to apportion escrowed funds is final, subject to any applicable legal rights.

5. Platform Commission and Fee Schedule

By accepting this Agreement, the Lawyer acknowledges and agrees to Adaka's current fee schedule as published on the Platform from time to time. Adaka will provide not less than fourteen (14) days' notice of material changes to commission rates.

6. Ratings, Reviews, and Reliability

Clients may rate completed Service Requests. Ratings are aggregated and form part of the Lawyer's public profile. The Lawyer's decline count and abandonment count are internal operational metrics used for auto-assign scoring and are not displayed to clients.

7. Confidentiality and Data Protection

The Lawyer shall treat all client information obtained through the Platform as strictly confidential. The Lawyer shall comply with the Nigeria Data Protection Act 2023 (NDPA) and any applicable regulations in relation to personal data processed in the course of providing services.

8. Intellectual Property

The Lawyer retains ownership of work product delivered to clients. By using the Platform, the Lawyer grants Adaka a limited, non-exclusive licence to display Lawyer profile information (name, firm name, specializations, verification status, and aggregate rating) to clients for the purpose of facilitating matches.

9. Termination

9.1 By the Lawyer

The Lawyer may terminate their Platform account at any time, provided there are no active Service Requests with outstanding obligations. Termination does not relieve the Lawyer of obligations in respect of ongoing or completed engagements.

9.2 By Adaka

Adaka may suspend or terminate a Lawyer's account immediately upon: (a) material breach of this Agreement; (b) loss of eligibility under clause 2.1; (c) NBA suspension or disbarment; (d) fraudulent conduct; or (e) conduct that is inconsistent with the safety or reputation of the Platform.

10. Liability

Adaka is a technology platform and is not a law firm. Adaka does not supervise the Lawyer's legal advice or services. The Lawyer is solely responsible for the quality and legality of services provided to clients. Adaka's liability in respect of any claim arising from the Lawyer's services is limited to the aggregate fees paid to Adaka in the three (3) months preceding the claim.

11. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the Federal Republic of Nigeria. Any dispute arising under this Agreement shall first be subject to good-faith negotiation. Failing resolution within 30 days, the parties shall submit to mediation in Lagos, Nigeria. Failing mediation, the dispute shall be referred to the courts of Lagos State.

12. Entire Agreement

This Addendum, together with the Adaka Terms of Service and Privacy Policy, constitutes the entire agreement between Adaka and the Lawyer in relation to the Platform and supersedes all prior arrangements. In the event of conflict, this Addendum prevails over the general Terms of Service in respect of lawyer-specific obligations.

By checking the agreement checkbox in your profile setup, you confirm that you have read, understood, and agree to be bound by this Lawyer Platform Agreement.

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