Professional Terms of Service

These Professional Terms of Service (the "Professional Terms") form a binding agreement between you and Plugin Agency Limited, a company incorporated in Nigeria with its registered address at 258 Borno Way, Ebute Metta, Lagos ("Plugin", "we", "us" or "our"). They apply to you if you offer services to clients through the Plugin WhatsApp service, our web platform or website (the "Platform") as a professional ("Professional" or "you").

Our Terms of Use and Privacy Policy also apply to you. Words defined in the Terms of Use, such as "Client", "Job", "Job Price", "Transaction Funds", "Payment Partner" and "Release", have the same meaning in these Professional Terms. If these Professional Terms conflict with the Terms of Use, these Professional Terms prevail as they apply to you.

You accept these Professional Terms by ticking the acceptance box or replying "I AGREE" when asked during onboarding. We keep a record of the version you accepted and the date and time of acceptance, and your electronic acceptance is as binding as a signature.

To receive Jobs, you must complete our onboarding process and give us accurate and complete information, including:

• your full name, WhatsApp phone number, city or area and, if you have one, your email address;
• your National Identification Number (NIN);
• the details of a bank account in your own name (or, if you operate as a registered business, in your business's name);
• if you are paid into a business's bank account, the business's registration details with the Corporate Affairs Commission (CAC) and evidence that you are a proprietor, partner or director of that business;
• samples of your work and links to your social media profiles, including private profiles where we ask for them, so that we can verify your work; and
• any licence, certificate or registration required by law for the services you offer.

During onboarding, we will ask for your separate consent to verify your NIN, to match the name on your bank account against the name on your NIN (or, for a business's bank account, against the business's name as registered with the CAC, and to confirm your role in that business) through our Payment Partner, and to review the work samples and profiles you provide. We may decline to admit you, or may suspend you, if you do not pass verification or we cannot verify your information.

You must keep your information up to date. You may change the bank account to which your payouts are made only through our verification process.

When we describe you as "verified", this means only that you passed our onboarding checks. It is not a guarantee or endorsement of your skills or conduct, and you must not describe yourself as "certified", "guaranteed" or "endorsed" by Plugin.

You are an independent professional, not an employee, agent or partner of Plugin. Each Job is a contract between you and the Client; Plugin is not a party to it.

You decide whether to accept a Job and how to perform it, subject to its agreed terms and our Professional Guidelines. You provide your own tools, equipment, materials and transport, and you are not entitled to any salary, pension, leave or other employee benefit from Plugin. We do not guarantee you any number of Jobs or level of earnings, and you are free to work outside Plugin, subject to Section 11.

If anyone works with you on a Job, you are fully responsible for them, and you must tell the Client in advance if they will attend the Client's premises.

You agree to:

• give accurate quotes setting out the scope, deliverables, price and timeline, and agree any change with the Client through the Platform before doing extra work;
• perform each Job with reasonable skill, care and diligence, in line with the agreed terms, our Professional Guidelines and good practice in your trade or profession;
• keep the Client informed of progress and any delay, and keep communications about the Job on the Platform;
• mark a Job as complete only when the agreed work has actually been completed or delivered; and
• comply with all laws and licensing requirements that apply to your services.

You must not ask for or accept any payment, deposit or tip for a Job other than through the Platform.

Messages, files and voice notes you exchange with Clients through the Platform are recorded and stored by us, and voice notes may be automatically transcribed, so that there is a record of what was agreed and delivered for use in disputes and to prevent fraud and misconduct.

If a Job requires you to attend a Client's home or business premises, you must:

• attend in person, or send only people whose names you have given the Client in advance through the Platform;
• carry identification and show it to the Client on request;
• arrive on time, behave courteously, and stay only in the areas you need for the Job;
• work safely, with appropriate tools, equipment and protective measures;
• take care of the Client's property, and promptly report any damage to the Client and to us; and
• not consume alcohol or drugs before or during the Job, or bring a weapon onto the premises.

You are responsible for any loss, damage or injury caused by you or anyone working with you on a Job at a Client's premises. You may refuse to start, or may stop, a Job if you reasonably believe your safety is at risk; contact the police or emergency services first in an emergency, and then report it to us at support@pluginafrica.org.

We charge you a commission on each Job (the "Professional Fee"). The current Professional Fee is shown on our Fees page and to you before you submit a quote. All Job Prices and fees are in Nigerian Naira and include Value Added Tax (VAT) where VAT applies.

You appoint Plugin as your limited agent to receive payment of the Job Price from Clients through our Payment Partner. When a Client pays through the Platform, the Client's obligation to pay you for that Job is discharged to the extent of the Job Price paid.

Transaction Funds are held in a designated account with our Payment Partner, separate from Plugin's own funds, until they are released or refunded. No interest is payable on them.

We may change the Professional Fee by giving you at least fourteen (14) days' notice. A change will not apply to Jobs the Client has already paid for.

The Job Price, less the Professional Fee, will be released to you when:

1. a)
   the Client confirms delivery;
2. b)
   the Client neither confirms delivery nor raises a dispute within seven (7) days after you mark the Job as complete; or
3. c)
   a dispute is decided in your favour under Section 8.

Released funds are paid to your verified bank account. We instruct our Payment Partner to make the payment promptly after Release, and the funds reach you as soon as our Payment Partner and your bank process the transfer. We are not responsible for delays caused by our Payment Partner, your bank, or incorrect details you have given us.

We or our Payment Partner may delay, hold or refuse a payout where the law requires it, where a dispute has been raised, where we reasonably suspect fraud, money laundering or a breach of these Professional Terms, or where our Payment Partner, a bank, a court or a regulator requires it. We will tell you unless the law prevents us from doing so.

We may deduct from any payout any amount you owe us or that must be refunded to a Client, including any amount paid to you in error.

You are responsible for your own taxes on your earnings, including VAT if you are registered for VAT. We may deduct any tax we are required by law to withhold. You can request a monthly statement of your Jobs, Job Prices and Professional Fees.

A Client may cancel a Job before you start work, in which case the Client receives a full refund and no payment is due to you. Once you have started, a Job may be cancelled only with the agreement of both you and the Client, or through the dispute process.

You or the Client may raise a dispute through the Platform at any time before funds are released. We will review the agreed terms of the Job, the messages, files and voice notes exchanged through the Platform, and any information either of you provides within the time we reasonably set. Where a transcription is relied on, the original voice note prevails.

We will decide in good faith whether the Transaction Funds should be released to you in full, refunded to the Client in full, or split in the proportions we consider fair having regard to the work done. Where part of the Job Price is released to you, the Professional Fee is calculated on the amount released.

You agree to be bound by our decision on how the Transaction Funds are paid out. Our decision does not stop you or the Client from pursuing other legal rights against each other, but neither of you may recover the Transaction Funds from Plugin once they have been paid out in line with our decision. You must cooperate honestly with us in any dispute and must not submit false or altered information.

You must hold any insurance required by law for your services. If you offer services in a category that our Professional Guidelines identify as requiring insurance (such as electrical, plumbing or construction work), you must maintain public liability insurance with an insurer licensed by the National Insurance Commission, for at least the amount stated in the Professional Guidelines, and show us evidence of it on request.

Plugin does not insure any Job, any Professional or any Client's property.

You may use a Client's personal information, such as their name, phone number and address, only to perform the relevant Job. You must keep it secure and confidential, must not use it for marketing or any other purpose, and must delete it once you no longer need it for the Job, unless the law requires you to keep it. Tell us immediately at support@pluginafrica.org if any Client information is lost or accessed without authorisation.

You must keep confidential any non-public information about Plugin, our fees, systems and other users that you obtain through the Platform.

You must not, while you are on Plugin and for twelve (12) months after you leave, arrange or accept payment from a Client introduced through Plugin for any Job, or further work arising from that introduction, other than through the Platform. Payments made outside the Platform are not protected by Sections 6 to 8. If you breach this Section, we may remove you from Plugin and recover from you the fees we would have earned had the work been arranged through the Platform.

You keep ownership of your portfolio and other content you submit. You grant Plugin a non-exclusive, royalty-free, worldwide licence to host, store, reproduce and display that content to operate and promote the Platform, including by showing your profile and portfolio to Clients. You confirm that you own, or are entitled to use, everything you submit or use to perform Jobs.

Unless you and the Client agree otherwise in writing through the Platform, ownership of the deliverables of a Job passes to the Client when the Job Price is released, and you may display them in your portfolio unless the Client objects. You must not use the Plugin name or logo, other than to say that you are available on Plugin, without our written consent.

You confirm that you are at least 18 years old; that all information you give us, including your identity, NIN, bank account and portfolio, is true, accurate and your own; that you have the skills, qualifications and licences needed for the services you offer; and that you have not previously been removed from Plugin.

You agree to indemnify Plugin, its directors, employees and agents against all claims, losses, damages, fines, costs and expenses (including reasonable legal fees) arising from any Job you perform or fail to perform (including any loss, damage or injury at a Client's premises), your breach of these Professional Terms, the Terms of Use or our Professional Guidelines, your breach of any law or of anyone else's rights, or your misuse of Client information.

We are not liable for any loss of profit, revenue, business or opportunity, any indirect or consequential loss, or any failure of WhatsApp, our Payment Partner, banks, networks or other services outside our reasonable control.

Our total liability to you in any twelve (12) month period is limited to the total Professional Fees we received from you in that period. This limit does not apply to our obligation to pay you Transaction Funds due to you under these Professional Terms. Nothing in these Professional Terms excludes or limits liability for death or personal injury caused by negligence, for fraud, or for anything that cannot be excluded or limited by law.

We may suspend your access to Plugin, in whole or in part, while we investigate if a Client or other user complains of misconduct, unsafe conduct, fraud or serious poor performance; if we reasonably suspect that you have given false information or breached these Professional Terms, the Terms of Use or our Professional Guidelines; or if the law, a court, a regulator or our Payment Partner requires it.

We will tell you about a suspension and, unless this would prejudice our investigation or break the law, the reason for it, and give you a reasonable opportunity to respond. We aim to complete investigations within fourteen (14) business days. During a suspension, we may hold payouts for Jobs connected with the matter under investigation.

We may permanently remove you from Plugin, with immediate effect, if you:

• seriously or repeatedly breach these Professional Terms, the Terms of Use or our Professional Guidelines, including Sections 5, 10 or 11;
• commit fraud, give false identity or bank information, or engage in violence, harassment, theft or other unlawful conduct in connection with a Job;
• repeatedly fail to meet our Professional Guidelines, including persistently low ratings or a pattern of disputes decided against you, after a written warning; or
• no longer hold a licence or insurance you are required to have.

If you are removed, completed Jobs that are not in dispute will be paid out in the normal way, after any deductions we are entitled to make, and Jobs in progress will be cancelled, completed or resolved through the dispute process. We may report suspected criminal conduct to the authorities.

You may leave Plugin at any time by telling us through the Platform or at support@pluginafrica.org, provided that you complete, or agree the cancellation of, any Job in progress. We may end your participation for any reason on at least fourteen (14) days' notice, or immediately if we stop operating the Platform.

Sections 7 (as to deductions and taxes), 8, 10, 11, 12, 14, 15 and 18 continue to apply after you leave.

We may change these Professional Terms, the Professional Fee or our Professional Guidelines by giving you at least fourteen (14) days' notice through WhatsApp, by email or on the Platform. If you do not agree, you may leave Plugin before the change takes effect. If you continue to use Plugin after that date, you accept the change.

These Professional Terms are governed by the laws of the Federal Republic of Nigeria. Disputes with a Client about a Job are resolved under Section 8. Any other dispute between you and Plugin will first be discussed in good faith; if it is not resolved within thirty (30) days, either of us may refer it to mediation at the Lagos Multi-Door Courthouse ("LMDC"); and if it is not resolved within thirty (30) days of that referral, it will be finally resolved by arbitration under the Arbitration and Mediation Act 2023 before a sole arbitrator appointed by agreement or, failing agreement, by the LMDC, seated in Lagos and conducted in English. Either of us may seek urgent injunctive relief from a court at any time.

You may not transfer these Professional Terms or your account to anyone else. We may transfer them as part of a reorganisation or sale of our business. If any part of these Professional Terms is invalid, the rest remains in force. If we do not enforce a right immediately, we may still enforce it later. These Professional Terms, together with the Terms of Use, our Privacy Policy, our Fees page and our Professional Guidelines, form the entire agreement between you and Plugin about your use of the Platform as a Professional.

Plugin Agency Limited, 258 Borno Way, Ebute Metta, Lagos, Nigeria

Email: support@pluginafrica.org | WhatsApp: +234 907 610 8413